LICENSE
AGREEMENT


 


This
License Agreement is entered into as of the __ day of June, 2012 (the “Effective Date”), by and between Technion
Research and Development Foundation, a company formed under the laws of Israel, having a place of business at the Technion City,
Haifa 32000, Israel (“TRDF”) and Microbot Medical Ltd., a company formed under the laws of the State of Israel,
having a place of business at 147 Bar Yehuda Rd., Nesher, Israel (“Microbot”).


 


WHEREAS,
TRDF is the wholly-owned subsidiary of the Technion - Israel Institute of Technology (the “Technion”) and serves
as its commercial arm;


 


WHEREAS,
Professor Moshe Shoham of the Technion (the “Inventor”) and members of his research team at the Technion have
developed certain technologies in the field of medical robotics;


 


WHEREAS,
one of the inventions included in such technologies (i.e the invention disclosed in the Self Cleaning Shunt Patent Rights, as
defined below) is co-owned by TRDF and the Rambam Health Corporation, formerly the Fund for Medical Research, Development of Infrastructure
and Health Services - at Rambam Medical Center, (“Rambam”); and


 


WHEREAS,
pursuant to an agreement between TRDF and Rambam, TRDF has the sole authority to seek licensees for and grant licenses with respect
to such invention and the Self Cleaning Shunt Patent Rights; and


 


WHEREAS,
Microbot wishes to obtain a license with respect to such technologies in order to develop, obtain regulatory approval for and
commercialize products based thereon;


 


WHEREAS,
TRDF desires to have products based on such technology developed and commercialized to benefit the public;


 


WHEREAS,
Microbot has represented to TRDF that Microbot shall commit itself to diligent efforts to develop and commercialize such products
in accordance with the terms of this Agreement;


 


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


 


1.       Definitions.


 


Whenever
used in this Agreement with an initial capital letter, the terms defined in this Article 1, whether used in the singular or the
plural, shall have the meanings specified below.


 


1.1.       “Affiliate”
means, with respect to an entity, 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 the
possession, directly or indirectly, of the power to direct or cause the direction of the activities, management or policies of
such person, organization or entity, whether through the ownership of voting securities, by contract or otherwise. Without limiting
the foregoing, control shall be presumed to exist when a person, organization or entity (a) owns or directly controls fifty percent
(50%) or more of the outstanding voting stock or other ownership interest of the other organization or entity or (b) possesses,
directly or indirectly, the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the
organization or other entity. The parties acknowledge that in the case of certain entities organized under the laws of certain
countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than
fifty percent (50%), and that in such cases such lower percentage shall be substituted in the preceding sentence.


 




    	 



    	 



    

 


1.2.       “Calendar
Quarter” means each of the periods of three (3) consecutive calendar months ending on March 31, June 30, September 30
and December 31, for so long as this Agreement is in effect.


 


1.3.       “Combination
Product” shall mean a combination of products sold for a single price and consisting of:


 


(a)      one
or more Licensed Product(s); and




 


(b)       one
or more product(s) that (i) can reasonably be deemed to be a separate product(s), independent of the Licensed Product(s) and (ii)
if sold as a separate product(s), independent of the Licensed Product(s) would not constitute a Licensed Product, (each such product
shall be referred to as an “Other Product”).


 


1.4.       “Development
Milestones” means the development milestones set forth in Exhibit A hereto.


 


1.5.       “Development
Plan” means the plan for the development and commercialization of Licensed Products to be agreed to by the parties in
good faith prior to the first anniversary of the Effective Date, and to be attached hereto as Exhibit B, as such plan may be adjusted
from time to time pursuant to Section 4.2. The Development Plan will set forth Microbot’s projected work plan for achieving
the Development Milestones.


 


1.6.       “Improvement”
means any patentable invention conceived and/or reduced to practice in the laboratory of Shoham at the Technion for which Shoham
is an inventor and which is solely owned or otherwise controlled by TRDF (i.e. TRDF has the right to license), the practice of
which falls within the scope of any Valid Claim of the Licensed Technology.


 


1.7.       “Improvement
Patent Rights” shall mean any patents and patent applications that claim (solely to the extent that they claim) Improvements.


 


1.8.       “Joint
Invention” means any patentable invention for which (a) Prof. Shoham is an inventor made (whether before or after the
Effective Date, but in any event not prior to December 9, 2010) in the performance of services for Microbot or in the performance
of duties as a member of the scientific advisory board of Microbot during periods in which Prof. Shoham is employed by the Technion
and (b) at least one employee, consultant, contractor and/or collaborator of Microbot who is not required under law, agreement
and/or under TRDF’s Intellectual Property ByLaws, to assign his/her rights in such inventions to TRDF, is an inventor.


 




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1.9.       “Joint
Patent Rights” means any patents and patent applications claiming a Joint Invention, in each case solely with respect
to those claims claiming a Joint Invention.


 


1.10.       “Licensed
Patent Rights” means the TRDF Patent Rights, the Shoham Patent Rights and the Joint Patent Rights.


 


1.11.       “Licensed
Product” means any product that (a) contains, utilizes, or incorporates, in whole or in part, Licensed Technology, (b)
is manufactured with the use of Licensed Technology, in whole or in part, (c) is otherwise covered, in whole or in part, by, or
falls within the scope of, any Valid Claim, or (d) any service that makes use of a product described in (a) (b), or (c).


 


1.12.       “Licensed
Technology” means the Licensed Patent Rights, Shoham Inventions and Joint Inventions.


 


1.13.       “Net
Sales” means the gross amounts or other consideration received by or on behalf of Microbot and its Affiliates (in each
case, the “Relevant Entity”) on sales, leases or other transfers of Licensed Products, less the following to the extent
applicable on such sales, leases or other transfers and not previously deducted from the gross invoice price: (a) customary trade,
quantity or cash discounts to the extent actually allowed and taken; (b) amounts actually repaid or credited by reason of rejection
or return of any previously sold, leased or otherwise transferred Licensed Products; (c) customer freight charges that are paid
by or on behalf of the Relevant Entity; and (d) to the extent separately stated on purchase orders, invoices or other documents
of sale, any sales, value added or similar taxes, custom duties or other similar governmental charges levied directly on the production,
sale, transportation, delivery or use of a Licensed Product that are paid by or on behalf of the Relevant Entity, but not including
any tax levied with respect to income; provided that:


 


1.13.1.       in
any transfers, or provision, of Licensed Products between a Relevant Entity and an Affiliate of such Relevant Entity not for the
purpose of resale by such Affiliate, Net Sales shall be equal to the fair market value of the Licensed Products so transferred
or provided, assuming an arm’s length transaction made in the ordinary course of business, and


 


1.13.2.       in
the event that a Relevant Entity receives non-cash consideration for any Licensed Products, or in the case of transactions not
at arm’s length with a non-Affiliate of a Relevant Entity, Net Sales shall be calculated based on the fair market value
of such consideration or transaction, assuming an arm’s length transaction made in the ordinary course of business.


 




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Sales
of Licensed Products by a Relevant Entity to its Affiliate for resale by such Affiliate shall not be deemed Net Sales. Instead,
Net Sales shall be determined based on the gross amount received by such Affiliate on resale of Licensed Products to an independent
third party purchaser.


 


In
the event that a Licensed Product is sold in any country in the form of a Combination Product, Net Sales of such Combination Product
shall be adjusted by multiplying Net Sales of such Combination Product in such country by the fraction A/(A+B), where A is the
average invoice price in such country of the Licensed Product included in such Combination Product when sold separately in such
country, and B is the average invoice price of the Other Products included in such Combination Product when sold separately in
such country. If, in a specific country, the Licensed Product and/or the Other Product(s) are not sold separately, a market price
for the Licensed Product and/or the Other Product(s) in the Combination Product, as applicable, shall be determined according
to separate sale prices in commensurate countries. If the Licensed Product in the Combination Product is not sold separately,
Net Sales of such Combination Product shall be adjusted by multiplying Net Sales of such Combination Product by the fraction (C-B)/C,
where C is the average invoice price of the Combination Product in such country, and B is the list price of the Other Products
included in such Combination Product when sold separately in such country. If, in a specific country, the Other Product(s) in
the Combination Product is not sold separately, a market price for the Licensed Product and the Other Product(s) in the Combination
Product shall be determined by Microbot in good faith. Microbot shall provide TRDF with a specific and separate written notification
stating that such good faith determination has been made by Microbot together with its written explanation for such determination,
together with the relevant quarterly royalty report. If TRDF disagrees with respect to the market price that should be attributed
to the Licensed Product and/or Other Product(s) in the Combination Product, as set forth in any royalty report provided under
Section 6, TRDF may notify Microbot in writing of such disagreement within ninety (90) days of receipt of the relevant notification
and report and the parties will resolve such disagreement in accordance with the procedure set forth in Exhibit C.


 


1.14.       “Qualified
Financing” shall have the meaning prescribed in Section 11.2.4 below.


 


1.15.       “Self-Cleaning
Shunt Patent Rights” means (a) the patents and patent applications listed in Exhibit D (including the PCT application
and/or the US utility application claiming priority to such application and filed at the one year conversion date of such application(s));
(b) any patent or patent application that claims priority to and is a divisional, continuation, reissue, renewal, reexamination,
substitution or extension of any patent application identified in (a); (c) any patents issuing on any patent application identified
in (a) or (b), including any reissues, renewals, reexaminations, substitutions or extensions thereof; (d) any claim of a continuation-in-part
application or patent (including any reissues, renewals, reexaminations, substitutions or extensions thereof) that is entitled
to the priority date of, and is directed specifically to subject matter specifically described in, at least one of the patents
or patent applications identified in (a), (b) or (c); (e) any foreign counterpart (including PCTs) of any patent or patent application
identified in (a), (b) or (c) or of the claims identified in (d); and (f) any supplementary protection certificates, any other
patent term extensions and exclusivity periods and the like of any patents and patent applications identified in (a) through (e).


 




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1.16.       “Shoham
Invention” means any patentable invention for which Prof. Shoham is an inventor made (whether before or after the Effective
Date, but in any event not prior to December 9, 2010) in the performance of consulting or other services for Microbot under the
Shoham Agreement or any other agreement entered into between Microbot and Prof. Shoham pursuant to Section 2.7 or in the performance
of duties as a member of the scientific advisory board of Microbot during periods in which Prof. Shoham is employed by the Technion,
other than Joint Inventions.


 


1.17.       “Shoham
Patent Rights” means any patents and patent applications claiming a Shoham Invention, in each case solely with respect
to those claims claiming a Shoham Invention.


 


1.18.       “Sublicense”
means (a) any license or option to license granted by Microbot to a third party under any of the Licensed Technology, other than
licenses granted by Microbot to an Affiliate thereof or other contractor solely in order to enable such Affiliate or other contractor
to perform work on Microbot’s behalf as described in Section 3.2 and (b) any further sublicense granted under Section 3.3.2.6
by a third party granted a Sublicense from Microbot described in clause (a) to another third party under such Licensed Technology.


 


1.19.       “Sublicense
Income” means any payments or other consideration that Microbot or any of its Affiliates receives in connection with
and as consideration for a Sublicense (including, but not limited to, upfront payments, milestones and royalties on sales), but
specifically excluding: (a) reimbursement for out-of-pocket expenses incurred by Microbot with respect to Licensed Patent Rights
(including amounts reimbursed under Section 7.2) for which Microbot has not previously been reimbursed; (b) amounts received from
a Sublicensee to cover reasonable, fully burdened, bona fide costs to be incurred by Microbot or its Affiliate in the performance
of research or development activities under a Sublicense agreement in connection with a Licensed Product or a product expected
to become a Licensed Product; (c) equity investments in Microbot made at arm’s length to the extent such investments represent
fair market value taking into consideration reasonable premiums due to the strategic relationship (amount above such fair market
value will be deemed Sublicense Income); and (d) amounts received, during a period of no more than 12 months following first payment
on account of such amounts, from a Sublicensee that are ear-marked to cover reasonable, bona fide, fully-burdened costs to be
incurred by Microbot or its Affiliate in the performance of market education, marketing, clinical and/or other promotional activities
relating to the sale of Licensed Products, as set forth in budgets that are part of the Sublicense agreement. In the event that
Microbot or an Affiliate of Microbot receives non-cash consideration in connection with and as consideration for a Sublicense
or in the case of transactions not at arm’s length, Sublicense Income shall be calculated based on the fair market value
of such consideration or transaction, at the time of the transaction, assuming an arm’s length transaction made in the ordinary
course of business.


 


1.20.       “Sublicensee”
means any person or entity granted a Sublicense.


 


1.21.       “TipCat
Patent Rights” means (a) the patents and patent applications listed in Exhibit E (including the PCT application and/or
the US utility applications claiming priority to such application and filed at the one year conversion date of such applications);
(b) any patent or patent application that claims priority to and is a divisional, continuation, reissue, renewal, reexamination,
substitution or extension of any patent application identified in (a); (c) any patents issuing on any patent application identified
in (a) or (b), including any reissues, renewals, reexaminations, substitutions or extensions thereof; (d) any claim of a continuation-in-part
application or patent (including any reissues, renewals, reexaminations, substitutions or extensions thereof) that is entitled
to the priority date of, and is directed specifically to subject matter specifically described in, at least one of the patents
or patent applications identified in (a), (b) or (c); (e) any foreign counterpart (including PCTs) of any patent or patent application
identified in (a), (b) or (c) or of the claims identified in (d); and (f) any supplementary protection certificates, any other
patent term extensions and exclusivity periods and the like of any patents and patent applications identified in (a) through (e).


 




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1.22.       “TRDF
Patent Rights” means the TipCat Patent Rights, and the Virob Patent Rights.


 


1.23.       “Valid
Claim” means: (a) a claim of an issued and unexpired patent within the Licensed Patent Rights that has not been (i)
held permanently revoked, unenforceable, unpatentable or invalid by a decision of a court or governmental body of competent jurisdiction,
unappealable or unappealed within the time allowed for appeal, (ii) rendered unenforceable through disclaimer or otherwise, (iii)
abandoned or (iv) permanently lost through an interference or opposition proceeding without any right of appeal or review; or
(b) a pending claim of a pending patent application within the Licensed Patent Rights that (i) has been asserted and continues
to be prosecuted in good faith and (ii) has not been abandoned or finally rejected without the possibility of appeal or refilling.


 


1.24.       “Virob
Patent Rights” (a) the patents and patent applications listed in Exhibit F (including the PCT application and/or the
US utility application claiming priority to such applications and filed at the one year conversion date of such applications)
and Self-Cleaning Shunt Patent Rights; (b) any patent or patent application that claims priority to and is a divisional, continuation,
reissue, renewal, reexamination, substitution or extension of any patent application identified in (a); (c) any patents issuing
on any patent application identified in (a) or (b), including any reissues, renewals, reexaminations, substitutions or extensions
thereof; (d) any claim of a continuation-in-part application or patent (including any reissues, renewals, reexaminations, substitutions
or extensions thereof) that is entitled to the priority date of, and is directed specifically to subject matter specifically described
in, at least one of the patents or patent applications identified in (a), (b) or (c); (e) any foreign counterpart (including PCTs)
of any patent or patent application identified in (a), (b) or (c) or of the claims identified in (d); and (f) any supplementary
protection certificates, any other patent term extensions and exclusivity periods and the like of any patents and patent applications
identified in (a) through (e).


 


2.       Right
and Title.


 


2.1.       TRDF
shall own all right, title and interest in and to the TRDF Patent Rights, Shoham Inventions and the Shoham Patent Rights.


 


2.2.       TRDF
and Microbot shall own jointly the entire right, title and interest in and to all Joint Inventions and Joint Patent Rights.


 




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2.3.       All
determinations of inventorship under this Agreement shall be made in accordance with United States patent law. In case of dispute
over inventorship, a mutually acceptable outside patent counsel shall make the determination of the inventor(s) by applying the
standards contained in United States patent law.


 


2.4.       Prof.
Shoham shall disclose to Microbot and TRDF in a confidential writing the development, making, conception or reduction to practice
of any Shoham Invention and Joint Invention, promptly after he becomes aware thereof.


 


2.5.       Microbot
shall disclose to TRDF in a confidential writing the development, making, conception or reduction to practice of any Shoham Invention
and Joint Invention promptly after it becomes aware thereof


 


2.6.       TRDF
shall disclose to Microbot in a confidential writing the development, making, conception or reduction to practice of any Shoham
Invention and Joint Invention promptly after it becomes aware thereof.


 


2.7.       Prof.
Shoham shall enter into a agreement with Microbot, in the form attached hereto as Exhibit G (the “Shoham Agreement”).
Such Shoham Agreement shall be consistent with and subordinate to the provisions of this Section 2, and shall require the Inventor
to assign his rights in Shoham Inventions and Joint Inventions in a manner consistent with the provisions of this Section 2 and
shall allow Prof. Shoham to make the disclosures contemplated by Section 2. In the case of any discrepancy between Section 2 of
this Agreement and the Shoham Agreement, the terms of this Agreement shall prevail. So long as Professor Shoham remains a faculty
member of the Technion, any amendment to the Shoham Agreement and any new agreement between Professor Shoham and Microbot pursuant
to which Professor Shoham provides services and/or serves on the scientific advisory board of Microbot shall require the prior
written approval of TRDF. The aforesaid does not derogate from any rights TRDF may have with respect to any intellectual property
and/or inventions which may be conceived or developed by Professor Shoham that are neither Shoham Inventions nor Joint Inventions.


 


3.       License
Grants.


 


3.1.       License.
Subject to the terms and conditions set forth in this Agreement, TRDF hereby grants to Microbot an exclusive, worldwide, royalty-bearing,
sub-licensable license under the Licensed Patent Rights (including under Rambam’s interest in the Self Cleaning Patent Rights),
Shoham Inventions and Shoham Patent Rights and TRDF’s interest in Joint Inventions and Joint Patent Rights for the sole
purpose of researching, developing, manufacturing, using, offering for sale and selling Licensed Products; provided, however,
that TRDF reserves the right, for itself and the Technion only, to practice the Licensed Technology and for Rambam to practice
the Self Cleaning Shunt Patent Rights, in each case solely for internal research, teaching and other educational purposes and
not for the purpose of commercial manufacture, distribution or provision of services for a fee.


 




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3.2.       Affiliates
and Contractors. Without derogating in any way from Microbot’s right to grant Sublicenses to Affiliates under Section
3.3, the license granted to Microbot under Section 3.1 includes the right to have some or all of Microbot’s rights under
Section 3.1 exercised or performed by one or more of Microbot’s Affiliates and/or by contractors on Microbot’s behalf
for Microbot’s benefit without such right being deemed a Sublicense; provided, however, that:


 


3.2.1.       no
such Affiliate or contractor shall be entitled to grant a Sublicense to any third party; and


 


3.2.2.       any
act or omission taken or made by an Affiliate or contractor of Microbot under the rights granted pursuant to this Section 3.2
will be deemed an act or omission by Microbot under this Agreement.


 


3.3.       Sublicenses.


 


3.3.1.       Sublicense
Grant. Microbot shall be entitled to grant Sublicenses under the license granted pursuant to Sections 3.1 and 3.2 subject
to the terms of this Section 3.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent
with the terms of this Agreement. Such Sublicenses shall be made only for consideration and in bona-fide arm’s length transactions.


 


3.3.2.       Sublicense
Agreements. Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the
terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following
effect:


 


3.3.2.1.       all
provisions necessary to ensure Microbot’s ability to perform its obligations under this Agreement as they relate to such
Sublicense;


 


3.3.2.2.       a
provision comparable to Section 6.2 permitting an auditor appointed by Microbot to audit the Sublicensee’s records;


 


3.3.2.3.       a
section substantially the same as Article 10 (Indemnification), which also shall state that the Indemnitees (as defined in Section
10.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification;


 


3.3.2.4.       a
provision stating that if the Sublicensee commences a legal action in which it challenges the validity of any of the TRDF Patent
Rights, then Microbot may terminate the Sublicense agreement specifically with respect to that entire specific family of TRDF
Patent Right which are being challenged, in whole or in part, by Sublicensee in such action (being either the entire family of
Virob Patent Rights (excluding the Self-Cleaning Shunt Patent Rights), Self-Cleaning Shunt Patent Rights, and/or TipCat Patent
Rights, as applicable), immediately upon written notice to Sublicensee.


 




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3.3.2.5.       a
provision clarifying that, in the event of termination of the license set forth in Section 3.1 (in whole or in part (e.g., termination
in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license, subject
to TRDF’s obligations under Section 11.3.1 to grant a direct license to the Sublicensee if the conditions set forth in Section
11.3.1 are met;


 


3.3.2.6.       unless
TRDF agrees otherwise pursuant to this Section 3.3.2.6, a provision prohibiting the Sublicensee from sublicensing its rights under
such Sublicense agreement. Microbot may, subject to TRDF’s prior written consent that will not unreasonably be withheld,
include in the proposed Sublicense agreement a provision entitling the proposed Sublicensee to grant further Sublicenses, provided
however that sublicensees of such Sublicensee shall be prohibited from further sublicensing their rights under such sublicense
agreements without TRDF’s prior written consent. If TRDF decides to reject Microbot’s request to include such a provision,
TRDF shall provide Microbot with written notice of such rejection within twenty-one (21) days of receipt of Microbot’s request,
which notice shall be accompanied by TRDF’s written explanation for such rejection. If TRDF does not provide such notice
within such twenty-one (21) day period, TRDF shall be deemed to have agreed to Microbot’s request and Microbot shall be
entitled to include provisions entitling the proposed Sublicensee to grant further Sublicenses. Any further Sublicenses will only
be made in accordance with the provisions of this Section 3.3; and


 


3.3.3.       Delivery
of Sublicense Agreement. Microbot shall furnish TRDF with a copy of any such Sublicense agreement, and any amendments thereto,
(including any Sublicense agreement pursuant to which a Sublicensee grants a further Sublicense pursuant to Section 3.3.2.6) to
TRDF within sixty (60) days after execution thereof. Microbot may redact from such copies any technical information Microbot deems
confidential that does not affect the obligations of Microbot under this Agreement or TRDF’s ability to monitor Microbot’s
compliance with its obligations under this Agreement. TRDF shall keep any such copies of Sublicense agreements in its confidential
files, shall not disclose such agreements or the contents thereof to any third party (except auditors or legal advisors of TRDF
for the purpose set forth below), and shall use them solely for the purpose of monitoring Microbot’s, its Affiliates’
and Sublicensees’ compliance with their obligations and enforcing TRDF’s rights under this Agreement. For clarity,
the full un-redacted versions of Sublicense agreements will be made available to the auditor appointed by TRDF in the case of
an audit performed in accordance with Section 6.2.


 


3.3.4.       Enforcement
of Rights Under Sublicense Agreement.


 


3.3.4.1.       Breach
by Sublicensee. In the case of any act or omission by any Sublicensee that would have constituted a breach of this Agreement
by Microbot entitling TRDF to terminate this Agreement had it been the act or omission of Microbot hereunder, Microbot will notify
TRDF of such act or omission promptly after Microbot is informed thereof. Microbot and TRDF will discuss possible courses of action,
including, if necessary, terminating such Sublicense agreement in accordance with the terms thereof if the breach is not cured
within sixty (60) days. If such breach is not cured within such period and TRDF requests Microbot to terminate such Sublicense
agreement, Microbot will do so. Any Sublicense agreement between Microbot and a Sublicensee will include Microbot’s right
to terminate the Sublicense agreement in case of such a breach by the Sublicensee. For clarity, if Microbot complies with the
terms of this Section 3.3.4.1, TRDF will not have the right to terminate this Agreement on account of such breach by such Sublicensee.


 




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3.3.4.2.       Challenge
of TRDF Patent Rights. If a Sublicensee commences a legal action in which it challenges the validity of any of the TRDF Patent
Rights, Microbot will notify TRDF of such challenge promptly after Microbot is informed thereof. Microbot and TRDF will discuss
possible courses of action, including, if necessary, terminating the Sublicense agreement specifically with respect to that entire
specific family of TRDF Patent Rights which are being challenged, in whole or in part, by Sublicensee in such action (being either
the entire family of Virob Patent Rights (excluding the Self-Cleaning Shunt Patent Rights), Self-Cleaning Shunt Patent Rights
and/or TipCat Patent Rights, as applicable), If such challenge is not withdrawn within sixty days following such notice and TRDF
requests Microbot to terminate such Sublicense agreement with respect to the specific family of Patent Rights which are being
challenged, in whole or in part, Microbot will do so. For clarity, if Microbot complies with the terms of this Section 3,3.4.2,
TRDF will not have the right to terminate any part of this Agreement on account of challenge by such Sublicensee.


 


3.3.5.       TRDF
Consent. Notwithstanding anything else to the contrary in this Agreement and without derogating from the provisions of Section
33.2 above, until achievement of Qualified Financing (as defined below) by Microbot, no Sublicense shall be granted under this
Agreement without the prior written consent of TRDF thereto. For clarity, a Sublicense agreement pursuant to which the Sublicensee
has an unconditional obligation to pay Microbot, within ninety days of the date of execution of such Sublicense Agreement amounts
that are sufficient to cause Microbot to achieve the Qualified Financing threshold shall be deemed to have been granted after
achievement of the Qualified Financing and Microbot will not be required to obtain TRDF’s prior written consent with respect
thereto. For clarity, Microbot will not be required to obtain TRDF’s prior written consent for the grant to a third party
of a right to negotiate for a Sublicense, if such grant does not provide such third party with the right to exercise such option
into an actual license/sublicense without such negotiation and mutual agreement to the terms of a license/sublicense.


 


3.3.6.       Microbot’s
Obligations under this Agreement. Microbot shall remain fully liable for the performance of its and its Affiliate’s
and subcontractor’s obligations under this Agreement and no Sublicense shall relieve Microbot of any of its obligations
under this Agreement.


 


3.3.7.       No
Other Grant of Rights. Other than as specifically set forth in Subsections 3.2 and 3.3 above and Section 8 below, Microbot
shall not be entitled to grant, directly or indirectly, to any person or entity any rights under the rights granted to Microbot
under this Agreement.


 


3.4.       Improvements.
TRDF shall promptly provide Microbot with written notice of the filing of any patent application disclosing or claiming an Improvement
(each, an “Improvement Notice”) that is filed at any time prior to the third anniversary of the Effective Date. Microbot
will have ninety (90) days from the date of its receipt of an Improvement Notice to request in writing a license under any Improvement
Patent Rights relating to such Improvement. If Microbot notifies TRDF that it wishes such Improvement Patent Rights to be included
in this Agreement, this Agreement shall be amended to include such Improvement Patent Rights in the definition of Licensed Patent
Rights. The financial terms of this Agreement (e.g. royalty payments and payments on account of Sublicense Income) will apply
to the amended license.


 




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4.       Development
and Commercialization.


 


4.1.     Diligence.     Microbot
shall use commercially reasonable efforts, including funding consistent therewith, and/or shall cause its Affiliates or Sublicensees
to use commercially reasonable efforts, including funding consistent therewith, (a) to develop Licensed Products in accordance
with the Development Plan; (b) to introduce Licensed Products into the commercial market; and (c) to market Licensed Products
following such introduction into the market. In addition, Microbot, by itself or through its Affiliates or Sublicensees, shall
achieve each of the Development Milestones within the time periods specified in Exhibit A.


 


4.2.       Modification
of Development Plan. Microbot may make, from time to time, such adjustments to the then applicable Development Plan as Microbot
believes, in its good faith judgment, are needed or desirable in order to ensure Microbot’s ability to achieve the Development
Milestones. Notwithstanding the aforesaid, Microbot shall not be entitled to change the Development Milestones or the time frames
for achieving the Development Milestones without the prior written consent of TRDF thereto, except in accordance with the provisions
of Section 4.5.


 


4.3.       Review
Meetings. Until such time as Microbot has achieved all Development Milestones, at TRDF’s request, not more than once
per calendar quarter, a Microbot senior officer, Prof. Shoham, and a TRDF representative shall conduct review meetings (which
may be in person, by video conference and/or by teleconference) (a) to review the progress being made under the Development Plan
and the progress being made in any other research and development activities conducted by Microbot or on its behalf and relating
to the Licensed Technology and (b) to review the progress and efforts being made towards accomplishing the Development Milestones.


 


4.4.       Reporting.
Within sixty (60) days after (a) the end of each six-month period prior to the achievement of all Development Milestones and (b)
the end of each calendar year after the achievement of all Development Milestones, Microbot shall furnish TRDF with a written
report summarizing its, its Affiliates’ and its Sublicensees’ efforts during the prior six-month or one-year period,
as applicable, to develop and commercialize Licensed Products, including without limitation: (a) research and development activities;
and (b) commercialization efforts and results. Each report shall contain a sufficient level of detail for TRDF to assess whether
Microbot is in compliance with its obligations under Section 4.1 and a discussion of intended efforts for the then forthcoming
year. Together with each report, Microbot shall provide TRDF with a copy of the then current Development Plan. In addition, prior
to the attainment of the Funding Threshold (as defined in Section 5.1.1.4) and of the Qualified Financing (as defined in Section
11.2.4), such report will set forth funding received by Microbot through the end of the period covered by such report that qualifies
for purposes of achievement of the Funding Threshold or of the Qualified Financing. The first report shall refer to the period
ending December 31, 2012.


 




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4.5.       Failure
to Meet Development Milestone.


 


4.5.1.       If
Microbot fails to meet the Development Milestone(s) within the timetable set forth therefore, TRDF will be entitled to terminate
the license granted under Section 3 with respect to the Virob Patent Rights (if the failure relates to a Virob Development Milestone)
or the TipCat Patent Rights (if the failure relates to a Tipcat Milestone), as applicable. For clarity, if TRDF exercises such
option to terminate the license with respect to the Virob Patent Rights or Tipcat Patent Rights, as applicable, this Agreement
shall not be terminated in its entirety; instead, such patent rights with respect to which Microbot failed to meet the Development
Milestone (i.e. Virob Patent Rights or Tipcat Patent Rights, as applicable) shall be removed from the definition of TRDF Patent
Rights.


 


4.5.2.       TRDF’s
rights under this Section 4.5 shall be TRDF’s sole and exclusive remedy in respect of Microbot’s failure to meet its
obligations with respect to Development Milestones, and Microbot shall have no further liability in respect of its failure to
meet its obligations with respect to Development Milestones.


 


5.       Consideration
for Grant of License.


 


5.1.       Equity
Consideration.


 


5.1.1.       Definitions.
For the purpose of this section, the following terms shall have the following definitions:


 


5.1.1.1.       “Additional
Securities” means shares of capital, convertible securities, warrants, options or other rights to subscribe for, purchase
or acquire from Microbot any shares of Microbot, other than Excluded Securities.


 


5.1.1.2.       “Excluded
Securities” means:


 


(a)       any
shares or options granted to employees or consultants of Microbot pursuant to an incentive plan and any shares issuable upon exercise
of any such options constituting in the aggregate no more than twenty percent (20%) of Microbot’s share capital on a fully
diluted basis immediately following the grant of the Initial License Shares; and


 


(b)       any
shares issued to shareholders of the Company, on a pro rata basis, in connection with a reorganization of Company’s capital.


 


5.1.1.3.       
“Fully Diluted Basis” means, as of a specified date, the number of ordinary shares of Microbot then outstanding
(assuming conversion of all outstanding shares other than ordinary shares into ordinary shares) plus the number of ordinary shares
of Microbot issuable upon exercise or conversion of then outstanding convertible securities, options, rights or warrants of Microbot
(which shall be determined without regard to whether such securities are then vested, exercisable or convertible), but excluding
Excluded Securities.


 




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5.1.1.4.       “Funding
Threshold” means total funding of three (3) million U.S. Dollars ($3,000,000) from any source, including, without limitation,
equity investments, convertible loans, grants, sponsored research and revenues, obtained by Microbot since its formation, provided
that at least $2,500,000 of such amount must be in funding that (a) is not earmarked specifically for research involving a technology
platform that would not lead to Licensed Products and (b) does not provide the funder rights in intellectual property rights owned
or in-licensed by Microbot, other than reasonable, time-limited rights to negotiate a license agreement with respect to such intellectual
property rights.


 


5.1.1.5.       “License
Shares” means the Initial License Shares (as defined in Section 5.1.2) and any additional shares that may be granted
to TRDF in accordance with Section 5,1.4, but excluding those shares held by TRDF constituting 28% of Microbot’s issued
share capital, as reflected in the Cap Table.


 


5.1.2.       Initial
Grant. As partial consideration for the licenses granted hereunder, within thirty (30) days following the Effective Date,
Microbot shall issue to TRDF 135,000 Ordinary Shares of Microbot (representing three percent (3%) of the issued and outstanding
shares of Microbot, on a Fully Diluted Basis, immediately following such issuance) (collectively, the “Initial License Shares”)
and shall provide TRDF no later than such time a share certificate and an updated shareholder registrar, evidencing such issuance.


 


5.1.3.       Representations
and Warranties. Microbot hereby represents and warrants to TRDF that:


 


5.1.3.1.       the
capitalization table attached hereto as Exhibit H (the “Cap Table”) sets forth all of the outstanding capital of Microbot
on a Fully-Diluted Basis as of the Effective Date, including the shares issued to Technion on account of Professor Shoham’s
involvement as a founder of Microbot;


 


5.1.3.2.       other
than as set forth in the Cap Table and except for the preemptive rights and rights of first refusal under the Articles, as of
the Effective Date, there are no outstanding shares, convertible securities, outstanding warrants, options or other rights to
subscribe for, purchase or acquire from Microbot any shares of Microbot and there are no contracts or binding commitments providing
for the issuance of, or the granting of rights (including, without limitation, conversion rights, preemptive rights, anti-dilution
rights, and rights of first refusal) to acquire, any shares of Microbot or under which Microbot is, or may become, obligated to
issue any of its securities; and


 


5.1.3.3.       the
License Shares shall, upon such issuance pursuant to the terms hereof, be duly authorized, validly issued, fully paid and nonassessable,
and will be free of all taxes, liens, charges, encumbrances, or other third-party rights, and restrictions on transfer, except
as set forth in Microbot’s Articles of Association and applicable law, and will have the rights, preferences, privileges,
and restrictions set forth in the Articles.


 




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5.1.3.4.       as
of the Effective Date, the Articles of Association of Microbot are in the form attached hereto as Exhibit I.


 


5.1.4.       Anti-Dilution.
If, at any time, prior to the achievement of the Funding Threshold, Microbot issues Additional Securities that would cause the
License Shares to represent less than three percent (3%) of Microbot’s outstanding shares on a Fully-Diluted Basis, Microbot
shall issue TRDF additional Ordinary Shares such that the License Shares shall represent three percent (3%) of the outstanding
shares of Microbot, on a Fully Diluted Basis, as calculated after giving effect to the anti-dilutive issuance. Any issuances of
such additional shares shall be in partial consideration for the licenses granted under the Agreement and TRDF shall not be required
to pay any further consideration for such shares. Such issuances shall continue until such time as Microbot has achieved the Funding
Threshold. For the avoidance of doubt, if any funding round achieves and supersedes the Funding Threshold, then TRDF shall be
entitled to anti-dilutive issuance as aforesaid with respect to such part of the funding that satisfies the Funding Threshold,
but will not be entitled to any anti-dilutive issuances with respect to amounts in excess of the Funding Threshold. In addition
and without derogating from the aforesaid or from any preemptive right to which TRDF may be entitled, for so long as the above
anti-dilution right is in effect, TRDF shall have the right to participate in any future round of investment and to purchase in
such round shares of Microbot, of the type issued in the framework of such round (and at the same price per share), in an amount
as shall be required to maintain TRDFs 3% ownership in License Shares, on a Fully Diluted Basis, or in any lesser amount as shall
be determined by TRDF.


 


5.1.5.       Right
to Appoint an Observer. Until achievement of the Funding Threshold, TRDF shall be entitled to designate one observer (“Observer”)
to attend all meetings of Microbot’s Board of Directors, or any committees thereof, in a nonvoting observer capacity. Microbot
reserves the right to, and may exclude the Observer from any Board of Directors meeting or portion thereof if (a) the Board of
Directors determines, in its reasonable discretion, that attendance by the Observer could conflict with the Board of Director’s
fiduciary obligations to Microbot or, (b) in the judgment of the Microbot’s counsel, attendance by the Observer could adversely
affect the attorney-client privilege between Microbot and its counsel or (c) the Board of Directors determines, in its reasonable
discretion, that attendance by the Observer could place the Observer in a conflict of interest with Microbot. The Observer shall
be given copies of all notices, minutes, and consents of Microbot’s Board of Directors meetings, and other materials that
are provided to the members of the Board of Directors of Microbot in connection with Board of Directors Meetings; provided that
Microbot may redact from any such material information that (a) in the judgment of the Microbot’s counsel could adversely
effect the attorney-client privilege between Microbot and its counsel or (b) could place the Observer in a conflict of interest
with Microbot. The Observer shall sign a confidentiality agreement, in a form reasonably acceptable to Microbot, to cover information
distributed to Observer and information disclosed in Microbot’s Board of Directors’ meetings.


 




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5.2.       Royalties


 


5.2.1.       Net
Sales. As partial consideration for the license granted hereunder, Microbot shall pay TRDF the following royalties, subject
to Sections 5.2.3 and 5.3:


 


5.2.1.1.       an
amount equal to three percent (3%) of Net Sales, if the Licensed Product sold is covered by a Valid Claim in the country in which
such Licensed Product is made and/or in the country in which such Licensed Product is sold; and


 


5.2.1.2.       an
amount equal to one and a half percent (1.5%) of Net Sales, if the Licensed Product is not covered by a Valid Claim in the country
in which such Licensed Product is made and is not covered by a Valid Claim in the country in which such Licensed Product is sold.


 


5.2.2.       Sublicense
Income. As partial consideration for the licenses granted hereunder, Microbot shall pay TRDF the following royalties on all
Sublicense Income, subject to Sections 5.2.3 and 5.3:


 


5.2.2.1.       If
the Sublicense is granted before the earlier of (a) first testing on human in a clinical trial and (b) the receipt of approval
in the case of a 510K route that does not require clinical studies, Microbot shall pay an amount equal to twenty percent (20%)
of all Sublicense Income with respect to such Sublicense;


 


5.2.2.2.       If
the Sublicense is granted (a) after first in human, but before regulatory approval in the case of a PMA or de novo 510K (i.e.
requiring clinical studies) route or (b) after regulatory approval in the case of a 510K route that does not require clinical
trials, Microbot shall pay an amount equal to fifteen percent (15%) of all Sublicense Income with respect to such Sublicense;
and


 


5.2.2.3.       If
the Sublicense is granted after regulatory approval in the case of a PMA or a de novo 510K (i.e. requiring clinical studies) route,
Microbot shall pay an amount equal to twelve percent (12%) of all Sublicense Income with respect to such Sublicense.


 


5.2.3.       Notwithstanding
the foregoing, if (i) a Licensed Product is not covered by a Valid Claim within the TRDF Patent Rights or (ii) a Sublicense does
not include a sublicense under the TRDF Patent Rights, the royalty rates set forth in Sections 5.2.1 and 5.2.2 above will be reduced
as follows:


 


5.2.3.1.       if
(i) the Licensed Product is covered by a Valid Claim within the Shoham Patent Rights or (ii) the Sublicense includes a sublicense
under the Shoham Patent Rights, the royalty rate set forth in Sections 5.2.1 or 5.2.2, as applicable, will be reduced by thirty-three
percent (33%); and


 


5.2.3.2.       if
(1) the Licensed Product is not covered by a Valid Claim within the Shoham Patent Rights or (ii) the Sublicense does not include
a sublicense under the Shoham Patent Rights, the royalty rate set forth in Sections 5.2.1 or 5.2.2, as applicable, will be reduced
by sixty-seven percent (67%).


 




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5.3.       Third
Party Royalties. If, after arm’s length negotiations, Microbot enters into a license agreement with an unaffiliated
third party for the license of intellectual property rights that Microbot reasonably believes (based on discussions with Microbot’s
patent lawyer) are needed for the making, using or selling of a Licensed Product with respect to which royalties are due pursuant
to Section 5.2 or that may be subject to a Sublicense agreement with respect to which royalties are due pursuant to Section 5.2,
Microbot will be entitled to offset 50% of any amounts paid under such license agreement with respect to such Licensed Products
or Sublicense against royalty payments that are due under Section 5.2; provided that in no event shall any royalty payments to
TRDF be reduced by more than fifty percent (50%) of the amount otherwise due under Section 5.2.


 


6.       Reports;
Payments; Records.


 


6.1.       Reports
and Payments.


 


6.1.1.       Reports.
Within forty five (45) days after the conclusion of each Calendar Quarter commencing with the first Calendar Quarter in which
Net Sales are generated or Sublicense Income is received, Microbot shall deliver to TRDF a report containing the following information:


 


6.1.1.1.       the
number of units of Licensed Products sold, leased or otherwise transferred by Microbot and its Affiliates for the applicable Calendar
Quarter, separately itemized according to the Licensed Product and type of License Technology to which such Licensed Product is
subject, country by country break down;


 


6.1.1.2.       the
gross amounts and other consideration received, billed or invoiced by Microbot and its Affiliates for Licensed Products sold,
leased or otherwise transferred or provided by Microbot and its Affiliates during the applicable Calendar Quarter;


 


6.1.1.3.       a
calculation of Net Sales for the applicable Calendar Quarter, separately itemized according to the Licensed Product and type of
License Technology to which such Licensed Product is subject, country by country and selling


 


entity
break down, and including an itemized listing of applicable deductions and a calculation of the amount payable to TRDF thereon;


 


6.1.1.4.       a
detailed accounting of all Sublicense Income received during the applicable Calendar Quarter, including an explanation of the
basis for such Sublicense Income; and


 


6.1.1.5.       the
total amount payable to TRDF in U.S. Dollars on Net Sales and Sublicense Income for the applicable Calendar Quarter, together
with the exchange rates used for conversion.


 




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Each
such report shall be certified by a senior officer of Microbot on behalf of Microbot (or of the division that is responsible for
Licensed Products in the event Microbot or its assets are sold to a multi-national corporation) as true, correct and complete
in all material respects. If no amounts are due to TRDF for a particular Calendar Quarter, the report shall so state.


 


6.1.2.       Payment.
Within forty five (45) days after the end of each Calendar Quarter, Microbot shall pay TRDF all amounts due with respect to Net
Sales and Sublicense Income for the applicable Calendar Quarter, against receipt of a valid VAT invoice/receipt.


 


6.1.3.       Payment
Currency. All payments due under this Agreement will be paid in U.S. Dollars. Conversion of foreign currency to U.S. Dollars
will be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the last working
day of the applicable Calendar Quarter. Such payments will be without deduction of exchange, collection or other charges.


 


6.2.       Records.
Microbot shall maintain, shall cause its Affiliates to maintain and shall ensure that Sublicensees agree to maintain, complete
and accurate records of Licensed Products that are made, used, sold, leased or otherwise transferred under this Agreement, any
amounts payable to TRDF in relation to such Licensed Products, and all Sublicense Income received by Microbot and its Affiliates,
which records shall include sufficient information to permit TRDF to confirm the accuracy of any reports or notifications delivered
to TRDF under Section 6.1. Microbot and/or its Affiliates and/or its Sublicensees, as applicable, shall retain such records relating
to a given Calendar Quarter for at least three (3) years after the conclusion of that Calendar Quarter, during which time TRDF
shall have the right, at its expense, to cause an independent, certified public accountant (or, in the event of a non-financial
audit, other appropriate auditor) to inspect such records of Microbot and its Affiliates during normal business hours for the
purposes of verifying the accuracy of any reports and payments delivered under this Agreement and Microbot’s compliance
with the terms hereof; provided in each case, that such accountant or other auditor, as applicable, signs a confidentiality and
non-use agreement in a form acceptable to Microbot, in its reasonable discretion. Such accountant or other auditor, as applicable,
shall not disclose to TRDF any information other than information relating to the accuracy of reports and payments delivered under
this Agreement. The parties shall reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers
the results of the audit. In the event that any audit performed under this Section 6.2 reveals an underpayment in excess of five
percent (5%) in any calendar year, the audited entity shall bear the full cost of such audit. TRDF may exercise its rights under
this Section 6.2 only once every year per audited entity and only with reasonable prior notice to the audited entity. With respect
to Sublicensees, TRDF may request such an audit be conducted for any Sublicensee, in which event, Microbot shall conduct such
audit, at TRDF’s expense, no later than 30 days following such request, pursuant to the terms hereinabove, which shall apply
mutatis mutandis to such audit (including reimbursement of the expense of such audit by the Sublicensee if the audit reveals
an underpayment in excess of 5%), and shall provide TRDF with the results of any such audit.


 


6.3.       Late
Payments. Any payments by Microbot that are not paid on or before the date such payments are due under this Agreement shall
bear interest at the rate of eight percent (8%) per annum. Interest shall accrue beginning on the first day following the due
date for payment and shall be compounded quarterly. Payment of such interest by Microbot shall not limit, in any way, TRDF’s
right to exercise any other remedies TRDF may have as a consequence of the lateness of any payment.


 




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6.4.       Payment
Method. Each payment due to TRDF under this Agreement shall be paid by check or wire transfer of funds to TRDF’s account
in accordance with written instructions provided by TRDF. If made by wire transfer, such payments shall be marked so as to refer
to this Agreement.


 


6.5.       VAT;
Withholding Taxes.


 


6.5.1.       All
amounts to be paid to TRDF pursuant to this Agreement are exclusive of value added tax. Microbot shall add value added tax, if
and to the extent required by law, to all such amounts.


 


6.5.2.       If
Microbot is required to withhold any amounts payable hereunder to TRDF due to the applicable laws of any country, and unless TRDF
provides Microbot an authorization from the relevant tax authorities not to do so, such amount will be deducted from the payment
to be made by Microbot and remitted to the appropriate taxing authority for the benefit of TRDF. Microbot will withhold only such
amounts as are required to be withheld by applicable law in the country from which payment is being made. Microbot shall submit
to TRDF originals of the remittance voucher and the official receipt evidencing the payment of the corresponding taxes with the
applicable royalty report. Microbot will cooperate with TRDF to provide such information and records as TRDF may require in connection
with any application by TRDF to the tax authorities in any country, including attempt to obtain an exemption or a credit for any
withholding tax paid in any country.


 


7.       Patent
Filing, Prosecution and Maintenance.


 


7.1.       TRDF
Patent Rights.


 


7.1.1.       Control.
TRDF shall be responsible for the preparation, filing, prosecution, protection and maintenance of all TRDF Patent Rights. TRDF
shall: (a) use independent patent counsel reasonably acceptable to Microbot; (b) instruct such patent counsel to furnish Microbot
with copies of all material correspondence relating to the TRDF Patent Rights from the United States Patent and Trademark Office
(USPTO) and any other patent office, as well as copies of all material proposed responses to such correspondence in time for Microbot
to review and comment on each such response; (c) give Microbot an opportunity to review and comment on the text of each patent
application within the TRDF Patent Rights before filing; (d) supply Microbot with a copy of such application as filed, together
with notice of its filing date and serial number; and (e) at Microbot’s request, keep Microbot advised of the status of
actual and prospective patent filings within the TRDF Patent Rights. At Microbot’s request, TRDF shall give Microbot the
opportunity to provide comments on and make requests of TRDF concerning the preparation, filing, prosecution, protection and maintenance
of the TRDF Patent Rights, and shall consider such comments and requests in good faith.


 




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7.1.2.       Expenses.
Subject to Section 7.1.3, Microbot will pay for all out-of-pocket expenses incurred by TRDF following the Effective Date in the
preparation, filing, prosecution, protection and maintenance of the Patent Rights under Section 7.1.1, within thirty (30) days
after the date of each invoice from TRDF for such expenses. In addition, Microbot shall pay TRDF a total of $102,000 as reimbursement
for all documented, out-of-pocket expenses incurred by TRDF prior to the execution of this Agreement with respect to the preparation,
filing, prosecution, protection and maintenance of TRDF Patent Rights, as follows:


 


7.1.2.1.       $12,500
within six months following the Effective Date;


 


7.1.2.2.       $18,700
within twelve months following the Effective Date; and


 


7.1.2.3.       $70,800
within twenty-four months following the Effective Date.


 


7.1.3.       Abandonment.
If Microbot decides that it does not wish to pay for the preparation, filing, prosecution, protection or maintenance of any TRDF
Patent Rights in a particular country (“Abandoned Patent Rights”), Microbot shall provide TRDF with prompt
written notice of such election, specifying the country(ies) with respect to which it shall no longer pay for such Abandoned Patent
Rights. Upon receipt of such notice by TRDF, Microbot shall be released from its obligation to reimburse TRDF for the expenses
incurred thereafter as to such Abandoned Patent Rights; provided, however, that expenses authorized prior to the receipt by TRDF
of such notice shall be deemed incurred prior to the notice. In such event, any license granted by TRDF to Microbot hereunder
with respect to such Abandoned Patent Rights will terminate.


 


7.2.       Shoham
Patent Rights and Joint Patent Rights. Microbot shall be responsible, at its discretion and expense, for the preparation,
filing, prosecution, protection and maintenance of all Shoham Patent Rights and Joint Patent Rights. Microbot shall: (a) instruct
patent counsel to furnish TRDF with copies of all material correspondence relating to the Shoham Patent Rights or Joint Patent
Rights from the United States Patent and Trademark Office (USPTO) and any other patent office, as well as copies of all material
proposed responses to such correspondence in time for TRDF to review and comment on each such response; (b) give TRDF an opportunity
to review and comment on the text of each patent application within the Shoham Patent Rights or Joint Patent Rights before filing;
(c) supply TRDF with a copy of each such application as filed, together with notice of its filing date and serial number; and
(d) at TRDF’s request, keep TRDF advised of the status of actual and prospective patent filings within the Shoham Patent
Rights or Joint Patent Rights. At TRDF’s request, Microbot shall give TRDF the opportunity to provide comments on and make
requests of Microbot concerning the preparation, filing, prosecution, protection and maintenance of the Shoham Patent Rights and
Joint Patent Rights, and shall consider such comments and requests in good faith.


 




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If
Microbot does not file, prosecute, protect or maintain any of the Shoham Patent Rights and/or Joint Patent Rights in a particular
country, TRDF may provide Microbot with written notice that it would like to do so at its own cost and expense. Such notice will
include the name the relevant country(ies). TRDF will be entitled to take over such filing, prosecution, protection or maintenance
of such Shoham Patent Rights and/or Joint Patent Rights in such country, unless Microbot provides TRDF within 90 days of receipt
of such written notice from TRDF with written notice that Microbot either (a) intends to take such action on its own behalf and
provided that Microbot takes substantial action to that effect within twelve (12) months of such notice from Microbot, or (b)
intends to protect such rights as trade secrets.


 


8.       Enforcement
of Patent Rights.


 


8.1.       Notice.
In the event either party becomes aware of any possible or actual infringement of any of the Licensed Patent Rights (an “Infringement”),
that party shall promptly notify the other party in writing and provide it with details regarding such Infringement.


 


8.2.       Suit
by Microbot. Microbot shall have the first right, but not the obligation, to take action in the prosecution, prevention, or
termination of any Infringement. Before Microbot commences an action with respect to any Infringement, Microbot shall consider
in good faith the views of TRDF and potential effects on the public interest in making its decision whether to sue. Should Microbot
elect to bring suit against an infringer, Microbot shall keep TRDF reasonably informed of the progress of the action and shall
give TRDF a reasonable opportunity in advance to consult with Microbot and offer its views about major decisions affecting the
litigation. Microbot shall give careful consideration to those views, but shall have the right to control the action; provided,
however, that if Microbot fails to defend in good faith the validity and/or enforceability of TRDF Patent Rights in the action,
or if Microbot’s license to TRDF Patent Rights in the suit terminates, TRDF may elect to take control of the action pursuant
to Section 83. Should Microbot elect to bring suit against an infringer and TRDF is joined as party plaintiff in any such suit,
TRDF shall have the right to approve the counsel selected by Microbot to represent Microbot and TRDF, such approval not to be
unreasonably withheld. The expenses of such suit or suits that Microbot elects to bring, including any expenses of TRDF incurred
in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Microbot and Microbot
shall hold TRDF free, clear and harmless from and against any and all costs of such litigation, including attorney’s fees.
Microbot shall not compromise or settle such litigation without the prior written consent of TRDF, which consent shall not be
unreasonably withheld or delayed. In the event Microbot exercises its right to sue pursuant to this Section 8.2, it shall first
reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and
character, including reasonable attorney’s fees, necessarily incurred in the prosecution of any such suit. If, after such
reimbursement, any funds shall remain from said recovery, then TRDF shall receive an amount (a) equal to fifteen percent (15%)
of such remaining amounts if the Infringed patent rights are TRDF Patent Rights, (b) equal to ten percent (10%) of such remaining
amounts if the Infringed patent rights are Shoham Patent Rights and (c) equal to five percent (5%) of such amounts if the Infringed
patent rights are Joint Patent Rights. Microbot shall retain any amount remaining after such payment to TRDF.


 




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8.3.       Suit
by TRDF. If Microbot does not take action in the prosecution, prevention, or termination of any Infringement relating to Licensed
Patent Rights pursuant to Section 8.2 above, and has not commenced negotiations with the infringer for the discontinuance of said
Infringement, within ninety (90) days after receipt of notice to Microbot by TRDF of the existence of such Infringement, TRDF
may elect to do so. Should TRDF elect to bring suit against an infringer with respect to such an Infringement and Microbot is
joined as party plaintiff in any such suit, Microbot shall have the right to approve the counsel selected by TRDF to represent
TRDF and Microbot, such approval not to be unreasonably withheld. The expenses of such suit or suits that TRDF elects to bring,
including any expenses of Microbot incurred in conjunction with the prosecution of such suits or the settlement thereof, shall
be paid for entirely by TRDF and TRDF shall hold Microbot free, clear and harmless from and against any and all costs of such
litigation, including attorney’s fees. TRDF shall not compromise or settle such litigation without the prior written consent
of Microbot, which consent shall not be unreasonably withheld or delayed. In the event TRDF exercises its right to sue pursuant
to this Section 8.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs
and expenses of every kind and character, including reasonable attorney’s fees, necessarily incurred in the prosecution
of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Microbot shall receive an amount
(a) equal to fifteen percent (15%) of such remaining amounts if the Infringed patent rights are TRDF Patent Rights, (b) equal
to thirty five percent (35%) of such remaining amounts if the Infringed patent rights are Shoham Patent Rights, (c) and equal
to fifty percent (50%) of such amount if the Infringed patent rights are Joint Patent Rights. TRDF shall retain any amounts remaining
after such payment to Microbot.


 


8.4.       Own
Counsel. Each party shall always have the right to be represented by counsel of its own selection and at its own expense in
any suit instituted under this Article 8 by the other party for Infringement.


 


8.5.       Cooperation.
Each party agrees to cooperate fully in any action under this Article 8 that is controlled by the other party, provided that the
controlling party reimburses the cooperating party promptly for any costs and expenses incurred by the cooperating party in connection
with providing such assistance.


 


8.6.       Standing.
If a party lacks standing and the other party has standing to bring any such suit, action or proceeding, then such other party
shall do so at the request of and at the expense of the party that lacks standing.


 


9.       Warranties;
Limitation of Liability.


 


9.1.     Authority.     Each
Party hereby represents and warrants that it has the power and authority to execute and deliver this Agreement, and to perform
its obligations hereunder, and that the execution, delivery and performance by it of this Agreement and its compliance with the
terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms or provisions of or constitute
a default under: (i) any other right or obligation provided under any other agreement or obligation that it has with any third
party; (ii) the provisions of its charter documents; or (iii) any order, writ, injunction or decree of any court or governmental
authority entered against it or by which any of its property is bound.


 




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9.2.       TRDF
Representations and Warranties. TRDF hereby represents, warrants and undertakes to Microbot as follows:


 


9.2.1.       As
of the Effective Date, all persons listed as inventors on the TRDF Patent Rights, other than Dr. Zaaroor who is listed as one
of the inventors of the Self Cleaning Shunt Patent Rights, have assigned their rights in the inventions described in the TRDF
Patent Rights to TRDF and are required to do so by Technion policies;


 


9.2.2.       TRDF
has not granted and undertakes not to grant during the term hereof any rights that are inconsistent with the rights granted to
Microbot under this Agreement; and


 


9.2.3.       It
has no actual knowledge, as of the date hereof, of any pending legal suit or proceeding against the Technion or TRDF by a third
party contesting the ownership or validity of the TRDF Patent Rights or claiming that the practice of the inventions claimed in
the TRDF Patent Rights will infringe the rights of a third party.


 


9.3.       Microbot
Representations, Warranties and Covenants. Microbot represents, warrants and covenants that it will comply, and will ensure
that its Affiliates comply, with all local, state, and international laws and regulations relating to the development, manufacture,
use, sale, importation and provision of Licensed Products.


 


9.4.       Disclaimer
of Other Warranties.


 


9.4.1.      NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO BE A WARRANTY BY EITHER PARTY, OR RAMBAM, THAT IT CAN OR WILL BE ABLE TO OBTAIN PATENTS
ON PATENT APPLICATIONS INCLUDED IN THE LICENSED PATENT RIGHTS, OR THAT ANY OF THE LICENSED PATENT RIGHTS WILL AFFORD ADEQUATE
OR COMMERCIALLY WORTHWHILE PROTECTION. SPECIFICALLY, AND WITHOUT LIMITING THE FOREGOING, TRDF MAKES NO WARRANTY OR REPRESENTATION
(A) REGARDING THE VALIDITY OR SCOPE OF THE LICENSED PATENT RIGHTS, OR (B) THAT THE EXPLOITATION OF THE LICENSED PATENT RIGHTS
OR ANY LICENSED PRODUCT WILL NOT INFRINGE ANY PATENTS OR OTHER INTELLECTUAL PROPERTY OF ANY THIRD PARTY.


 


9.4.2.       NEITHER
PARTY, NOR RAMBAM, MAKES ANY WARRANTIES WHATSOEVER AS TO THE COMMERCIAL OR SCIENTIFIC VALUE OF THE LICENSED PATENT RIGHTS.


 


9.4.3.       EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY, NOR RAMBAM, MAKES ANY WARRANTY OF ANY KIND, INCLUDING BUT NOT
LIMITED WITH RESPECT TO THE LICENSED PATENT RIGHTS, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, WITH RESPECT TO ANY
AND ALL OF THE FOREGOING.


 


9.5.       Limitation
of Liability. Neither party, nor Rambam, will be liable to the other with respect to any subject matter of this Agreement
under any contract, negligence, strict liability or other legal or equitable theory for (a) any indirect, incidental, consequential
or punitive damages or lost profits or (b) cost of procurement of substitute goods, technology or services. In no event shall
TRDF’s liability to Microbot exceed an amount equal to the consideration received by TRDF under this Agreement plus the
value of all Company equity issued to TRDF before or after the Effective Date (including amount received from the sale of such
equity).


 




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10.       Indemnification.


 


10.1.       Indemnity.
Microbot shall indemnify, defend and hold harmless TRDF, the Technion, Rambam and their respective directors, governing board
members, trustees, officers, faculty, professional staff, employees, students, and agents and their respective successors, heirs
and assigns (collectively, the “Indemnitees”) from and against any liability, damage, loss, cost, expense (including,
without limitation, reasonable attorney’s fees and other costs and expenses of litigation), or obligation of any kind or
nature (collectively, “Claims”), incurred by or imposed upon the Indemnitees or any one of them in connection with
any third party claims, suits, actions, demands, judgments, or other proceedings to the extent resulting, directly or indirectly,
from the exercise of the license granted hereunder, or any use whatsoever of the Licensed Technology by Microbot, its Affiliates
and Sublicensees, including, without limitation, (i) the practice of the licenses granted hereunder by Microbot, its Affiliates,
Sublicensees, or its (or their) customers, (ii) the development, manufacture, testing, handling, storage, transportation, sale
or use or other disposition of any Licensed Product by Microbot, its Affiliates and Sublicensees; (iii) the exploitation or use
by Microbot, its Affiliates, or its Sublicensees of the Licensed Technology or any part thereof, (iv) any representation made
or warranty given by Microbot, its Affiliates or its Sublicensees with respect to Licensed Products or to Licensed Technology
and (v) any infringement claims relating to Licensed Products, except (in each case) to the extent caused by the gross negligence
or willful misconduct of the Indemnitee(s). The foregoing indemnification undertaking shall extend, without limitation, to product
liability claims and damages, and to claims, demands, liabilities, losses, costs and expenses attributed to death, personal injury
or property damage, or to penalties imposed on account of the violation of any law, regulations or governmental requirement, or
any other theory of liability.


 


10.2.       Procedures.
If any Indemnitee receives notice of any Claim, such Indemnitee shall, as promptly as is reasonably possible, give Microbot notice
of such Claim; provided, however, that failure to give such notice promptly shall only relieve Microbot of any indemnification
obligation it may have hereunder to the extent such failure prejudices the ability of Microbot to respond to or to defend the
Indemnitee against such Claim. TRDF and Microbot shall consult and cooperate with each other regarding the response to and the
defense of any such Claim and Microbot shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnitee,
be entitled to and shall assume the defense or represent the interests of the Indemnitee in respect of such Claim, that shall
include the right to select and direct legal counsel and other consultants to appear in proceedings on behalf of the Indemnitee
and to propose, accept or reject offers of settlement, all at its sole cost; provided, however, that no such settlement shall
be made without the written consent of the Indemnitee, such consent not to be unreasonably withheld. Nothing herein shall prevent
the Indemnitee from retaining its own counsel and participating in its own defense at its own cost and expense.


 




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10.3.       Insurance.
Beginning with the commencement of clinical trials on human patients using Licensed Product by or on behalf of Microbot, its Affiliate
or a Sublicensee, Microbot shall, at its sole cost and expense, procure and maintain insurance in an amount consistent with industry
standards and which provides adequate coverage to fulfill any potential obligation to the Indemnitees under this Article 10, taking
into consideration, among other things, the nature of the products commercialized. Such insurance shall be obtained from a reputable
insurance company. TRDF, the Technion and, with respect to products covered by the Self Cleaning Shunt Patent Rights only, Rambam
shall be added as additional insured parties under such insurance policy and the insurance shall include also the respective employees,
faculty, other researchers, officers, directors and governors of TRDF and the Technion, and, with respect to products covered
by the Self Cleaning Shunt Patent Rights only, of Rambam. The policy(ies) so issued shall include a “cross-liability”
provision pursuant to which the insurance is deemed to be separate insurance for each named insured (without right of subrogation
as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their
name) and shall further provide that the insurer will be obliged to notify TRDF in writing at least thirty (30) days in advance
of the expiry or cancellation of the policy(ies). Microbot hereby undertakes to comply punctually with all obligations imposed
upon it under such policy(ies), including without limitation the obligation to pay in full and punctually all premiums and other
payments due under such policy(ies). Microbot shall submit to TRDF copies of the aforesaid insurance policy(ies) within 14 (fourteen)
days of the date of issue of each such policy and provide TRDF, upon request, with written evidence of such insurance.


 


11.       Term
and Termination.


 


11.1.       Term.
The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 11,
shall continue in full force and effect until the expiration of the last to expire Valid Claim.


 


11.2.       Termination.


 


11.2.1.       Without
Cause. Microbot may terminate this Agreement at any time without cause upon sixty (60) days prior written notice to TRDF.


 


11.2.2.       Termination
for Default. In the event that either party commits a material breach of its obligations under this Agreement and fails to
cure that breach within sixty (60) days after receiving written notice thereof, the other party may terminate this Agreement immediately
upon written notice to the party in breach.


 


11.2.3.       Partial
Termination for Patent Challenge. If Microbot or an Affiliate of Microbot commences a legal action in which it challenges
the validity of any of the TRDF Patent Rights, then TRDF may terminate this Agreement specifically with respect to the entire
specific family of Patent Rights which are being challenged, in whole or in part, by Licensee in such action (being either the
entire family of Virob Patent Rights (excluding the Self Cleaning Shunt Patent Rights), Self-Cleaning Shunt Patent Rights, and/or
TipCat Patent Rights, as applicable), immediately upon written notice to Microbot.


 




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11.2.4.       Failure
to Raise Capital. TRDF may terminate this Agreement immediately upon written notice to Microbot if Microbot fails to raise,
from the time of its formation till the first anniversary of the Effective Date, funds in an aggregate amount of at least $700,000,
from any source (including, without limitation, equity investments, convertible loans, grants, sponsored research and revenues),
which are available for research, development and/or commercialization activities relating to the technology platforms disclosed
in the TipCat Patent Rights and/or the Virob Patent Rights (“Qualified Financing”). Microbot will provide written
notice to TRDF in the event of such failure no later than 14 days following the first anniversary of the Effective Date. In order
to exercise its rights under this Section 11.2.4, TRDF must provide such termination notice no later than forty-five (45) days
following the receipt of such notice from Microbot. For clarity, if TRDF does not provide such notice within such forty-five day
period, it will not be entitled to terminate this Agreement in accordance with the provisions of this Section 11.2.4.


 


11.2.5.       Bankruptcy.
Subject to the following sentence, TRDF may terminate this Agreement upon written notice to Microbot if Microbot is adjudged bankrupt,
applies for judicial or extra-judicial settlement with its creditors, voluntarily files for bankruptcy, or in the event an involuntary
bankruptcy action is filed against Microbot and not dismissed within ninety (90) days, or if Microbot otherwise discontinues business.


 


11.3.       Effect
of Termination.


 


11.3.1.       Termination
of Rights. Upon termination of this Agreement by either party (a) the rights and licenses granted to Microbot under Article
3 shall terminate and (b) any existing agreements that contain a Sublicense shall terminate to the extent of such Sublicense;
provided, however, that, for each Sublicensee, upon termination of a Sublicense agreement, if the Sublicensee is not then in breach
of the Sublicense agreement such that Microbot would have the right to terminate such Sublicense agreement, such Sublicensee shall
have the right to obtain a license directly from TRDF on the same terms and conditions as set forth herein, except that (x) the
scope of the license granted directly by TRDF to such Sublicensee shall be coextensive with the scope of the license granted by
Microbot to such Sublicensee and (y) if there is more than one Sublicensee, each Sublicensee that is granted a direct license
shall be responsible for only a pro rata share of the patent expense reimbursement due under this Agreement (based on the number
of direct licenses under the TRDF Patent Rights in effect on the date of reimbursement). Each Sublicensee shall be deemed a third
party beneficiary for purposes of this Section 11.3.1.


 


11.3.2.       Accruing
Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such
termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration.


 


11.3.3.       Grant
Back License.


 


11.3.3.1.       License
to Improvements. If Microbot terminates this Agreement without cause pursuant to Section 11.2.1 or TRDF terminates this Agreement
in accordance with any of the provisions of Section 11.2 (and except in the case of assignment pursuant to Section 11.3.4), Microbot
will, upon TRDF’s first request, grant TRDF and shall cause its Affiliates to grant TRDF a non-exclusive, nontransferable,
royalty-bearing license, with the right to sublicense, under Microbot’s rights in Microbot Improvement Patent Rights (as
defined below) solely to develop, make and have made, market, offer for sale, sell and import Licensed Products. If TRDF thereafter
grants a sublicense under any of such Microbot Improvement Patent Rights, TRDF shall pay Microbot an amount equal to 10% of all
Net Proceeds. The provisions of this Section 11.3.3 shall also apply with respect to partial termination of the license granted
under Section 3 above pursuant to the provisions of Section 4.5 or 11.2.3 above, but only with respect to the specific family
of TRDF Patent Rights with respect to which termination has occurred.


 




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For
purposes of this Section 11.3.3.1, the following terms shall have the following meanings:


 


(a)       “Net.
Proceeds” means all consideration received by TRDF in connection with a TRDF License (as defined below), including without
limitation amounts received with respect to any Licensed Patent Rights included in such TRDF License, but specifically excluding:
(i) any research grants and (ii) reimbursement for out of pocket patent expenses incurred by TRDF with respect to the Valid Claims
licensed in such TRDF License which expenses have not been previously reimbursed;


 


(b)       “Microbot
Improvement Patent Rights” means any patents and patent applications owned or controlled by Microbot that claim an invention,
the practice of which would fall within the scope of a Valid Claim within the TRDF Patent Rights (or, in the case of a partial
termination of the license granted under Section 3 above pursuant to the provisions of Section 4.5 or 11.2.3 above, to that specific
family of TRDF Patent Rights with respect to which termination has occurred (i.e. the entire family of Virob Patent Rights (excluding
the Self Cleaning Shunt Patent Rights), Self-Cleaning Shunt Patent Rights, and/or TipCat Patent Rights, as applicable); and


 


(c)       “TRDF
License” means a license of or other grant of right (e.g. covenant not to sue) with respect to Microbot Improvement Patent
Rights granted alone or in conjunction with other Licensed Patent Rights (whether in a single transaction or multiple related
transactions).


 


11.3.3.2.       Other
Intellectual Property. If Microbot terminates this Agreement without cause pursuant to Section 11.2.1 or TRDF terminates this
Agreement in accordance with any of the provisions of Section 11.2 and TRDF wishes to obtain a license or other rights with respect
to intellectual property developed by Microbot with respect to Licensed Products that does not fall under the definition of Microbot
Improvement Patent Rights, including in connection with any information regarding regulatory filings or the right to cross reference
such regulatory filings made by Microbot, its Affiliates and/or Sublicensees with regard to the Licensed Products, TRDF may notify
Microbot of such desire, which notice shall identify the relevant intellectual property and the rights TRDF wishes to obtain.
Microbot agrees that if TRDF so notifies Microbot and Microbot is not prevented from granting such rights to TRDF by obligations
to one or more third parties, Microbot will enter into good faith negotiations with TRDF in an attempt to reach an agreement on
the terms under which Microbot shall grant rights in such intellectual property to TRDF.


 




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11.3.4.       
Failure to Raise $700,000. Notwithstanding anything to the contrary in this Agreement, if TRDF terminates this Agreement pursuant
to the provisions of Section 11.2.4 above, Microbot will promptly, and in any event within 60 days from written notice to such
effect by TRDF, transfer and assign to TRDF Microbot’s entire right, title, and interest in, to and under the Joint Inventions,
the Joint Patent Rights and the Improvement Patent Rights (the “Transferred Rights”) and shall execute all
documents and take all actions required to effect such assignment in full. In consideration for such a transfer, TRDF shall pay
Microbot an amount equal to 10% of all consideration received by TRDF in connection with a license or other grant of rights (e.g.
covenant not to sue) with respect to the Transferred Rights, whether granted alone or in conjunction with other Licensed Patent
Rights (whether in a single transaction or multiple related transactions), but specifically excluding (a) any research grants;
and (b) reimbursement for out of pocket patent expenses incurred by TRDF with respect to the Valid Claims transferred, which expenses
have not been previously reimbursed. Such amount to be paid by TRDF under this Section 11.2.4 will be capped at an amount equal
to the lower of (i) the total amount of funding received by Microbot in equity investments, convertible loans and shareholder
loans, that would have been counted as amounts transferred on account of a Qualified Financing, multiplied by two (2); or (ii)
US $1,000,000.


 


11.3.5.       Survival.
The parties’ respective rights, obligations and duties under Articles 2, 6 (except that the obligations with respect to
Section 6.1 will only survive until delivery of the report for the Calendar Quarter in which expiration or termination occurred),
10 and 11 and Sections 5.1, 9.5, 12.1, 12.2, 12.4 and 12.5, as well as any rights, obligations and duties which by their nature
extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.


 


12.       Miscellaneous.


 


12.1.       Confidentiality.
TRDF shall keep confidential, not disclose to any third party and not use for any purpose other than monitoring Microbot’s
performance under this Agreement all reports, notices, documents and information (including information received in Review Meetings
pursuant to Section 4.3) provided to TRDF by Microbot under this Agreement; provided, however, that TRDF may include in its annual
reports totals derived from information received from Microbot (without attribution to Microbot) that show revenues generated
by the patents and patent applications licensed under this Agreement; and provided further that the nondisclosure and non-use
obligations shall not apply to any information that (a) is or becomes part of the public domain other than by breach by TRDF of
this Section 12.1, or (b) is required to be disclosed by TRDF pursuant to interrogatories, requests for information or documents,
subpoena, civil investigative demand issued by a court or governmental agency of competent jurisdiction or as otherwise required
by law (provided that, in such case, TRDF shall notify Microbot promptly upon receipt thereof and give Microbot sufficient advance
notice to permit it to seek a protective order or other similar order with respect to such information). To the extent that it
is reasonably necessary, TRDF may disclose information it is otherwise obligated under this Section 12.1 not to disclose to (i)
its employees and consultants on a need-to-know basis and on condition that such employees abide by the obligations set forth
in this Section 12.1 and (ii) in confidence, to lawyers, accountants and financial advisors.


 




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12.2.       Use
of Name. Microbot shall not, and shall ensure that its Affiliates shall not and shall stipulate in Sublicense agreements that
Sublicensees shall not, use the name or insignia of the Technion or TRDF in any advertising, promotional or sales literature relating
to the subject matter of this Agreement, without the prior written approval of TRDF. Notwithstanding the foregoing, Microbot may
(a) make factual statement relating to the relationship of the parties and the fact that. Microbot is a licensee of the Licensed
Patent Rights and (b) make such disclosures as are required by applicable law or regulations, in each case without the prior written
approval of TRDF.


 


12.3.       Entire
Agreement. This Agreement is the sole agreement with respect to the subject matter hereof and except as expressly set forth
herein, supersedes all other agreements and understandings between the parties with respect to the same.


 


12.4.       Notices.
Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and may be delivered
personally, or may be sent by facsimile, overnight delivery or certified mail, return receipt requested, to the following addresses,
unless the parties are subsequently notified of any change of address in accordance with this Section 12.4:


 


	 	If
    to Microbot:	147
    Bar Yehuda Rd.
	 	 	Nesher
	 	 	Israel
	 	 	Attn.:
    CEO


 


	 	If
     to TRDF:	Technion
    Research and Development 
	 	 	Foundation
    Ltd.
	 	 	Technology
    Transfer Office 
	 	 	Technion
    City, Senate Bldg.
	 	 	Technion
    City
	 	 	Haifa
    32000
	 	 	 
	 	 	Attn.:
    Manager


 


Any
notice shall be deemed to have been received as follows: (a) by personal delivery, upon receipt; (b) by facsimile or overnight
delivery, one business day after transmission or dispatch; (c) by certified mail, as evidenced by the return receipt. If notice
is sent by facsimile, a confirming copy of the same shall be sent by mail to the same address.


 


12.5.       Dispute
Resolution.


 


12.5.1.       Governing
Law and Jurisdiction. This Agreement will be governed by, and construed in accordance with, the laws Israel, without giving
effect to any choice or conflict of law provision, except that questions affecting the construction and effect of any patent shall
be determined by the law of the country in which the patent shall have been granted. The parties hereby agree that, subject to
Section 12.5.2, the competent court in Tel Aviv Israel shall have sole jurisdiction over any and all matters arising from this
Agreement, except that TRDF may bring suit against Microbot in any other jurisdiction outside Israel in which Microbot has assets
or a place of business.


 




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12.5.2.       Disputes
Regarding Prof. Shoham Inventions.


 


(a)       Any
dispute between the parties regarding whether a particular invention, for which Prof. Shoham is an inventor, is a Shoham Invention
(a “Dispute”), shall first be submitted to mediation. A Dispute shall be submitted to mediation by written notice
from one party to the other party. In the mediation process, the parties will try to resolve their differences voluntarily with
the aid of an impartial mediator, who will attempt to facilitate negotiations. The mediator will be selected by agreement of the
parties. If the parties cannot agree on a mediator, the Israel Bar Association will designate a mediator at the request of a party.
The mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties agree to discuss their
differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute.
The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for
either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings.
Each party will bear its own costs in the mediation. The mediation will be for a period of up to thirty (30) days, unless extended
by the written agreement of the parties (the “Mediation Period”). The parties will share the fees and expenses of
the mediator equally.


 


(b)       If
the parties are unable to resolve the Dispute during the Mediation Period, either party may notify the other in writing that it
wishes the Dispute to be resolved by binding arbitration. In such case, the Dispute shall be referred for the decision of a single
arbitrator who shall be appointed by agreement between the parties. If the parties do not reach agreement as to the arbitrator’s
identity, the arbitrator shall be appointed by the President of the Israel Bar Association upon the application of either of the
parties. The arbitrator shall be released from the civil procedure and laws of evidence but shall be bound by the substantive
laws of Israel. The arbitrator’s decision shall be final and bind the parties.


 


12.6.       Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives,
successors and permitted assigns.


 


12.7.      Headings.      Section
and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.


 


12.8.       Counterparts.
The parties may execute this Agreement in two or more counterparts, each of which shall be deemed an original.


 


12.9.       Amendment;
Waiver. This Agreement may be amended, modified, superseded or canceled, and any of the terms may be waived, only by a written
instrument executed by each party or, in the case of waiver, by the party waiving compliance. The delay or failure of either party
at any time or times to require performance of any provisions hereof shall in no manner affect the rights at a later time to enforce
the same. No waiver by either party of any condition or of the breach of any term contained in this Agreement, whether by conduct,
or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such
condition or of the breach of such term or any other term of this Agreement.


 




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12.10.       No
Agency or Partnership. Nothing contained in this Agreement shall give either party the right to bind the other, or be deemed
to constitute either party as agent for or partner of the other or any third party.


 


12.11.       Assignment
and Successors. This Agreement may not be assigned by either party without the consent of the other, which consent shall not
be unreasonably withheld, except that each party may, without such consent, assign this Agreement and the rights, obligations
and interests of such party to any of its Affiliates, or to any purchaser of all or substantially all of its assets, or of all
or substantially all of its assets to which the subject matter of this Agreement relates, or to any successor corporation resulting
from any merger or consolidation of such party with or into such corporation; provided (a) in each case, that the assignee agrees
in writing to be bound by the terms of this Agreement and (b) in the case of an assignment of only the assets to which the subject
matter of this Agreement relates (i.e. not the assignment of substantially all the assets of Microbot), if (i) in consideration
for such sale Microbot has received consideration of at least Ten Million US Dollars $10,000,000; and (ii) the entity to which
such assets are assigned had sales revenues of no less than US $100,000,000 in the calendar year preceding the date of assignment.
Notwithstanding, prior to the achievement of the Qualified Financing, Microbot may not assign this agreement in whole or in part
without TRDF’s prior written approval. Any assignment purported or attempted to be made in violation of the terms of this
Section 12.11 shall be null and void and of no legal effect.


 


12.12.       Force
Majeure. Neither party will be responsible for delays resulting from causes beyond the reasonable control of such party, including,
without limitation, fire, explosion, flood, war, strike, or riot, provided that the nonperforming party uses commercially reasonable
efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch
whenever such causes are removed.


 


12.13.       Interpretation.
Each party hereto acknowledges and agrees that: (a) it and/or its counsel reviewed and negotiated the terms and provisions of
this Agreement and has contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved
against the drafting party shall not be employed in the interpretation of this Agreement; and (c) the terms and provisions of
this Agreement shall be construed fairly as to both parties hereto and not in favor of or against either party, regardless of
which party was generally responsible for the preparation of this Agreement.


 


12.14.       Severability.
If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed
unenforceable, it is the intention of the parties that the remainder of this Agreement shall not be affected.


 


[Signatures
on following page]


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the
date first written above.


 


	Technion Research and Development	 	Microbot Medical Ltd.
	Foundation Ltd.	 	 	 
	 	 	 	 	 
	By:
    	/s/
    oded Shmueli	 	By:
    	/s/
Harel Gadot
	Name:	Prof. oded Shmueli	 	Name:	Harel Gadot
	Title:
    	Managing Director	 	Title:
    	CEO


 


Rambam
Declaration and Confirmation.


 


Rambam
Health Corporation, formerly the Fund for Medical Research, Development of Infrastructure and Health Services - at Rambam Medical
Center, a non-profit association formed under the laws of the State of Israel, with offices at 8 Ha’aliya St., Haifa, hereby
declares and confirms that it has read and agrees to the terms of this Agreement and authorizes TRDF to grant Microbot an exclusive
license under Rambam’s interest in the Self-Cleaning Shunt Patent Rights in accordance with the terms of this Agreement
subject to the provisions of the Law of Patents - 5727- 1967.


 


Rambam
acknowledges that TRDF will be responsible for making payments due to Rambam, if any, in respect of the rights and licenses granted
to Microbot hereunder with respect to the Self-Cleaning Shunt Patent Rights in accordance with arrangements between Rambam and
TRDF with respect to the Self-Cleaning Shunt Patent Rights. Rambam agrees that, in no event, shall Microbot have any obligation
to Rambam in respect of the licenses granted herein to Microbot, other than as specifically provided in this Agreement.


 


Rambam
hereby, represents, warrant and covenants that: (a) Dr. Zaaroor has a assigned all of his rights in the inventions described in
the Self Cleaning Shunt Patent Rights to Rambam; and (b) Rambam has not granted and undertakes not to grant during the term of
this Agreement any rights under the Self Cleaning Shunt Patent Rights that are inconsistent with the rights granted to Microbot
under this Agreement.


 


The
Fund for Medical Research, Development of Infrastructure and Health Services -at Rambam Medical Center:


 


	By:	 /s/	 
	Name:	 	 
	Title:	 	 


 




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