Exhibit 4.10


 


MARKETING AND RESELLER AGREEMENT


(the “Agreement”)


 


THIS AGREEMENT
is made and entered into this 20th day of December 2018 (the “Effective Date”),
by and between Todos Medical Ltd., a corporation organized and existing under the laws
of the State of Israel, with an address at 1 Hamada St., Rehovot, Israel (“Todos”) and Care G. B. Plus Ltd.,
a corporation organized and existing under the laws of the State of Israel, with an address at Rechov HaYasmin 50, Carmei Yosef,
Israel (the “Reseller”).


 


WHEREAS,
Todos has developed and owns a proprietary blood screening test for the early detection of certain forms of cancer which consists
of a Physician Kit (for collecting blood samples) and a Lab Kit (for separating plasma and mononuclear cells in the blood samples)
which consists of an Isolation Kit and an Analysis Kit, all as more fully described on Exhibit A attached hereto (the “Products”),
as well as a proprietary algorithm for the analysis of the blood samples data; and


 


WHEREAS,
the Reseller is interested in marketing, distributing, and reselling the Products to customers located in and taking delivery in
the State of Israel, including the territory of the Palestinian Authority, (the “Territory” and the “Customers”),
all in accordance with the terms set forth herein; 


 


NOW THEREFORE
in consideration of the agreements, covenants, and conditions hereinafter set forth, the parties
agree as follows:


 


	1.	Grant of Rights



 


1.1 Subject
to the terms and conditions of this Agreement, Todos hereby grants the Reseller a non-sublicensable, non-transferable, exclusive
right to distribute and sell the Products to Customers in the Territory; provided, however, that Reseller may sub-license or transfer
its distribution rights to a subsidiary or affiliate of the Reseller. The Reseller shall have a right of first refusal to include
within this Agreement any additional products developed, manufactured, or sold by the Company following the Effective Date that
are not currently included in Exhibit A, and upon the exercise of such right, the term “Products” shall be expanded
to mean such additional products as well. For purposes of clarity, the parties agree that upon Todos’s development of a blood
screening test for colon cancer, such product shall be added to this Agreement and included within the definition of “Products”,
subject to the Reseller and Todos agreeing on the commercial terms for such product, including the price.


 


1.2 The
Reseller shall not market, distribute, or sell the Products, whether directly or indirectly, to customers outside of the Territory.
This Section 1.2 is a fundamental provision of this Agreement.


 


1.3 Subject
to Section 1.4 below, Todos shall not market, distribute, or sell the Products, whether directly or indirectly, to customers inside
of the Territory in any manner other than through the Reseller.


 






     


     


    

 


1.4 Notwithstanding
the grant of exclusivity to the Reseller, nothing herein shall derogate from Todos’s right to distribute the Products in
the Territory for non-revenue producing purposes such as research, testing, evaluation, proof of concept, and clinical trials.


 


	2.	Exclusivity



 


2.1 The
Reseller’s exclusive right to market and sell the Products in the Territory is subject to the Reseller achieving the following
milestones by the end of each year this Agreement is in effect (the “Annual Milestones”):


 


	Year	 	Annual
    Milestone(s)
	Year
    1	 	Not
    Applicable
	Each
    Year Thereafter	 	The
    parties will agree at the beginning of the year on the Annual Milestone for such year


 


2.2 If
the Reseller sells less than 50% of any year’s Annual Milestone, Todos, in its sole discretion, may either (a) cancel the Reseller’s
exclusivity, and market, distribute, and sell the Products in the Territory directly or indirectly through other distributors and
resellers, while leaving the Reseller with a non-exclusive right to distribute and sell the Products for the remainder of the term,
or (b) terminate the Agreement upon one hundred eighty (180) days prior written notice, provided that the Reseller does not cure
its failure to achieve 50% of the applicable year’s Annual Milestone within the 180-day notice period.


 


	3.	Duties of Todos



 


3.1 Todos
shall provide technical assistance and advice to support the Reseller’s preparation of marketing materials, including technical
sales literature, catalogs and the like, to be used in the Territory.


 


3.2 Todos
shall provide the Reseller, at no charge, with initial training relating to the efficient use and operation of the Products as
well as instruction regarding use of all associated equipment required to effectively carry out the TM-B1 and TM-B2 cancer screening
tests. Additionally, Todos will provide the Reseller with training relating to the handling of all blood samples throughout the
screening process, and any and all other training, guidance and support reasonably required to sell the Products in the Territory.


 


3.3 Todos
shall provide the Reseller, at no charge, with technical support relating to the use of the Products.


 


3.4 Todos
shall support the Reseller, at no charge, in providing Customers with scientific data supporting the efficacy of the Products.


 


3.5  Todos
is responsible for obtaining AMAR approval from the Israeli Ministry of Health.


 


3.6 Todos
shall comply with all relevant standards of quality assurance and shall ensure that the Products conform to all Israeli standards
and certifications.


 






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3.7 Todos
shall appoint a relationship manager, who shall serve as the primary point of contact with Reseller regarding all maters arising
from the business relationship contemplated in this Agreement.


 


3.8 Todos
shall be available for periodic meetings with the Reseller to discuss any issues arising in connection with this Agreement.


 


3.9 Todos
shall fulfill with reasonable dispatch all orders received from the Reseller and accepted by Todos.


 


3.10 Todos
shall refer to the Reseller all Product inquiries and sales opportunities in the Territory that come to the attention of Todos.


 


	4.	Duties of the Reseller



 


4.1 The
Reseller shall use all commercially reasonable efforts to market, promote, distribute, and sell the Products to Customers in the
Territory, and shall, on its own account, provide a trained and competent sales and marketing team for the efficient promotion
and sale of the Products. The Reseller shall achieve the commercialization milestones by the dates set forth in the Commercialization
Timetable attached hereto as Exhibit C.


 


4.2 The
Reseller shall be responsible for preparing marketing materials, including technical sales literature, catalogs and the like, to
be used in the Territory. All marketing materials shall be subject to the prior written approval of Todos.


 


4.3 Except
for AMAR approval which is the responsibility of Todos, the Reseller shall be responsible for obtaining all necessary governmental,
regulatory, and other permits and licenses required to distribute and sell the Products in Israel. Todos shall provide the Reseller
with all required assistance in this matter in order to obtain the necessary licenses and permits.


 


4.4 The
Reseller shall be responsible for setting up at least one laboratory in the Territory to support the assay protocol (the “Laboratory”),
including the provision of a FTIR that is approved by Todos, as further described in Exhibit B. The Reseller shall obtain
the prior approval of Todos for all lab equipment. The Reseller will contract with existing certified laboratories in Israel to
obtain the blood samples data, subject to the approval by Todos of each such laboratory.


 


4.5 The
Reseller shall be responsible for providing post-sale support services to Customers, and shall, on its own account, provide a trained
and competent support team for the efficient support of the Products. The Reseller shall retain a medical doctor to assist with
the provision of support services.


 


4.6The Reseller shall run a fifty
(50) patient pilot trial to evaluate the performance of the Laboratory and the Reseller’s support team.


 


4.7 The
Reseller shall follow Todos’s protocols in dealing with or handling the Products, including the shipment of blood samples
to the laboratory.


 






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4.8 The
Reseller shall, in marketing, selling, and distributing the Products, not make any promises, representations, statements, warranties
or guarantees on behalf of Todos or concerning the Products, except as are expressly authorized in writing by Todos.


 


4.9 The
Reseller shall comply at all times with all applicable laws, rules, regulations, and industry standards relating to the storage,
packaging, marketing, distribution, laboratory work, and sale of the Products in the Territory.


 


4.10 The
Reseller shall appoint a relationship manager, who shall serve as the primary point of contact with Todos regarding all maters
arising from the business relationship contemplated in this Agreement. Todos’s relationship manager shall meet with Todo
no less frequently than quarterly and provide a status report on the Reseller’s commercialization efforts. In addition, the
Reseller will promptly bring to the notice of Todos any information which it has or which it may receive in future which is likely
to be of interest, benefit, or use to Todos in relation to both the marketing of the Products in the Territory and the future market
requirements of Customers.


 


4.11 The
Reseller shall provide Todos with feedback for a least one percent (1%) of the consumed tests, including providing the actual screening
result (by a yearly base) of each test.


 


4.12 The
Reseller shall not market, distribute, or sell any product that competes with Products, nor provide services to any direct competitor
of Todos.


 


4.13  The
Parties hereby declare and confirm their awareness to the fact that to the date of the signing of this Agreement, Todos has yet
to sell a single Product and lacks any and all sales experience and/or knowledge of the matter. The Reseller shall act as a pioneer
in the sales department and shall share with Todos all the sales experience and information it shall gather in order to help Todos’
with its worldwide sales.


 


4.14  The
Reseller shall be entitled to enter into agreements with its subsidiaries and affiliates to act as sub-distributors and/or selling
agents of the Products in the Territory.


 


4.15  The
Reseller herby declares its awareness that Todos has not yet acquired the required AMAR approval for distribution of the Products
in the Territory nor FDA approval.


 


	5.	Ordering, Pricing, and Payment Procedures



 


5.1Non-Binding Forecasts.On
the first day of each calendar quarter, the Reseller will provide Todos with a non-binding rolling weekly forecast of the Reseller’s
estimated Product purchase requirements over the upcoming six months (the “Forecasts”).


 


5.2Orders.From
time to time as needed, the Reseller shall provide Todos with firm purchase orders for the Products. Each purchase order shall
include the name and address of the Customer. All orders are subject to written acceptance by Todos, which acceptance shall be
provided unless the order contains terms that differ from the terms set forth in this Agreement.


 


5.3Product Price.The
Reseller shall be entitled to purchase the Products from Todos for resale to Customers at a price between US$[      ] and US$[       ], with
the actual price to be agreed upon by the Parties (the “Product Price”). At the end of each year this Agreement is
in effect, the Parties will discuss each party’s costs and whether to revise the Product Price. Todos shall provide the Reseller
with Products for clinical trials at no charge.


 






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5.4Lead Time.The
lead time for each Lab Kit is three (3) months, and the lead time for each Physician Kit is one month, provided that Reseller’s
order for the Products does not deviate from the applicable Forecast by more than ten percent (10%).


 


5.5Delivery.Todos
shall ship ordered Products to the Reseller within ninety (90) days of Todos’s acceptance of the applicable purchase order
DAP Reseller’s warehouse (Incoterms 2010), provided that Reseller’s order for the Products does not deviate from the
applicable Forecast by more than ten percent (10%).


 


5.6  Todos
shall provide the Reseller with the screening results and analysis of each customer blood sample data sent to Todos within one
business day of receiving the blood sample data.


 


5.7 Payment
for Products. Todos shall invoice the Reseller for all sums due for Products ordered upon shipment of the ordered Products
to the Reseller, and the Reseller shall pay such sums by no later than thirty (30) days from the date of shipment. All payments
made to Todos shall be in New Israeli Shekels.


 


5.8Taxes.Reseller
shall be responsible for paying all sales, use, excise, and value-added taxes imposed on the sale or use of the Products.


 


	6.	Reporting and Audit Rights



 


6.1 Books and
Records. During the term and for a period of three (3) years following the termination or expiration of this Agreement,
the Reseller shall maintain complete books of accounts and records consistent with sound business and accounting principles and
practices consistently applied.


 


6.2Quarterly
Reports.Within fifteen (15) days of the end of each quarter, the Reseller shall provide Todos with a written report of
(a) the quantities of Products distributed, sold, or otherwise transferred; the prices at which the Products were sold; and payments
received therefore; and (b) the identity and location of all Customers to whom Products were sold, during the preceding quarter
(each a “Quarterly Report”).


 


6.3Audits.Todos
shall have the right to have an inspection and audit of all the relevant accounting and sales books and records of Reseller conducted
by an independent auditor reasonably acceptable to both parties. Any such audit shall be upon five (5) days prior written notice
and shall be conducted during normal business hours. If any such audit should disclose any material error in the Quarterly Reports
or any resale of the Products by Reseller in contravention of the terms of this Agreement, in addition to any other remedies to
which Todos shall be entitled, Reseller shall promptly reimburse Todos for the reasonable cost of the audit.


 


6.4On-Site
Inspections.Todos shall have the right to conduct periodic on-site inspections to ensure the quality control of the cancer
screening processes and the Reseller’s compliance with Todos’s protocols.


 






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6.5Medical
Device Reporting.The Reseller shall provide Todos with reports of any adverse events and product problems in accordance
with the Mandatory Medical Device Reporting regulations of 21 CFR 803.


 


	7.	Warranties



 


7.1Performance Warranty.Todos
warrants that for a period of one (1) year from the date of delivery of each Product to the Reseller, the Product, except for those
components that have a shorter expiration date as set forth on Exhibit A, shall perform substantially in accordance with
the Product’s documentation and specifications, and shall be free from all defects in materials, manufacture, and workmanship.
Todos shall correct or repair any reported non-conformity or defect, or replace the non-conforming Product with a Product that
conforms to this warranty.


 


7.2Non-Infringement.Todos
represents and warrants to the Reseller that Todos has full right to produce and sell the Products as contemplated by this Agreement,
and that the Reseller’s exercise of the resale rights granted herein will not violate any copyright, patent, or other proprietary
right of any third party.


 


7.3 EXCEPT
FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, TODOS DISCLAIMS ANY AND ALL WARRANTIES, INLCUDING ANY IMPLIED WARRANTY OR
CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER
AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE PRODUCTS, WHICH IS NOT CONTAINED IN THIS
AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY TODOS.


 


	8.	Insurance.



 


Each party shall
carry appropriate and commercially reasonable amounts of insurance adequate for the activities detailed in this Agreement, as well
as sufficient levels of all legally mandated insurance, if any.


 


	9.	Intellectual Property



 


9.1 Reseller
acknowledges and agrees that any and all proprietary rights, trade secrets, trademarks, trade names, copyrights, patents, know-how,
and other intellectual property rights used or embodied in, related to, or associated with the Products, including all developments,
modifications, enhancements, improvements, and derivative works thereof, and all documentation with respect thereto, are and shall
remain the sole and exclusive property of Todos or its licensors.


 


9.2
 Subject to the terms and conditions of this Agreement, Todos hereby grants Reseller a
limited license to use the Todos name and Todos’s trademarks, trade names, service marks, logos and related symbols (the
“Todos Marks”) in the performance of its activities hereunder and in the marketing of the Products in the Territory.
The Reseller’s use of the Todos Marks shall be subject to Todos’s prior approval. The Reseller will use Todos’s
designated trademarks, trade names, and intellectual property related notices on or in all marketing materials and packaging, and
the Reseller shall market and sell the Products under the Todos brand name. The Reseller will not register or take other action
with respect to any Todos Mark used anywhere in the world by Todos, except to the extent authorized in writing by Todos in advance.



 






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9.3 Reseller
shall immediately bring to the attention of Todos any improper or wrongful use of Todos’s trademarks or other intellectual
or commercial property rights which come to the notice of Reseller, and will, in the performance of its duties hereunder, use every
effort to safeguard the property rights and interests of Todos, and will, at the request and cost of Todos, take all steps required
by Todos to defend such rights.


 


9.4 Reseller
acknowledges that it does not have and that it will not obtain any proprietary interest in the Todos Marks and agrees not to use
the same in any other manner and to discontinue all use thereof immediately upon termination of the Agreement.


 


	10.	Confidentiality




 


10.1 Any
technical, scientific, design, or commercial information transferred by one Party to the other under this Agreement which is identified
as confidential or which may reasonably be deemed to be confidential, shall be considered confidential and shall be maintained
in confidence by the receiving party. In addition, each party shall comply with all applicable health care privacy rules and regulations
and maintain the confidentiality of all health care and patient information.


 


10.2 The
receiving party shall maintain in confidence and protect the secrecy of all confidential information of the other Party, and agrees
that it shall not disclose, transfer, use in an unauthorized manner, copy, or allow access to any such confidential information
to any employees, agents, or third parties, except for those who have a need to know such confidential information to fulfill the
purposes of this Agreement, and who are bound by contractual obligations of confidentiality and limitation of use sufficient to
give effect to this Section 10. In no event shall the receiving party disclose any of the other Party’s confidential information
to any competitor of the disclosing party.


 


10.3The receiving party shall use
the same degree of care to avoid publication, unauthorized disclosure, and unauthorized use of such confidential information as
it applies with respect to its own confidential information (but no less than reasonable care), and shall take all reasonable care
to ensure that such confidential information is not disclosed to third parties, except insofar as: (a) such confidential information
is made public by the disclosing party; (b) such confidential information is in the public domain otherwise than as a consequence
of a breach of the obligations herein undertaken; or (c) such confidential information was previously and demonstrably known to
the receiving party, or was subsequently independently developed.


 


10.4 The
terms of this Agreement shall be deemed to be confidential information. Each party undertakes that it will not make any announcement
or issue any circular or other publicity relating to the existence or subject matter of this Agreement, the terms of this Agreement,
or the transactions contemplated hereby, without the prior written approval of the other party as to such announcement’s/circular’s/publicity’s
content, form, and manner of publication.


 






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10.5 Each
party acknowledges that the unauthorized use, commercialization or disclosure of the other party’s confidential information would
cause irreparable harm to such other party. The parties acknowledge that remedies at law may be inadequate to redress the actual
or threatened unauthorized use, commercialization, or disclosure of such confidential information and that the foregoing restrictions
may be enforced by temporary and permanent injunctive relief without necessity of posting bond. In addition, any award of injunctive
relief shall include recovery of associated costs and expenses (including reasonable attorneys’ fees).


 


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


 


	11.	Term and Termination



 


11.1 This
Agreement shall be effective as of the Effective Date and shall continue in effect for a period of five (5) years from the Reseller’s
first purchase order for Product issued to Todos (the “Initial Term”), unless terminated earlier by one of the parties
in accordance with the terms of this Section 11. Upon completion of the Initial Term, provided that the Reseller has achieved the
Annual Milestones, the term of the Agreement shall be automatically renewed for an additional five (5) years. Thereafter, at the
end of each renewal term, the Agreement shall renew for an additional two (2) years unless one party provides the other party with
prior written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.


 


11.2 Notwithstanding
anything to the contrary, a party may terminate this Agreement upon the occurrence of any of the following events, and such party
shall not be liable to the other party for the proper exercise of such right:


 


(a)The other
party materially breaches this Agreement and continues in such breach for thirty (30) days after the non-breaching party has given
written notice thereof to the other party; or


 


(b)For a period
of ninety (90) consecutive days, the other party is declared to be insolvent or is the subject of bankruptcy or liquidation proceedings,
whether compulsory or voluntary, or has a receiver, judicial administrator or similar officer appointed over all or any material
part of its assets, or any security holder or encumbrance lawfully takes possession of any property of or in possession of the
other party, or if the other party ceases to carry on its business.


 


	12.	Limitation of Liability



 


12.1 IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES
(INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) REGARDLESS
OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES,
FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 






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12.2 Except
with regard to a breach of confidentiality, a party’s indemnification obligations hereunder, or infringement of intellectual
property rights, either party’s total liability to the other party under this Agreement shall be limited to the amounts paid
or payable by the Reseller to Todos during the twelve-month period preceding the interposition of the claim.


 


	13.	Indemnification



 


13.1  Todos’s
Duty to Indemnify. Todos shall defend against any claim or lawsuit by a third party (a “Claim”) against Reseller
to the extent such Claim alleges that the Products infringe any patent, copyright, or trademark or misappropriate a trade secret
of a third party, and will indemnify Reseller against all costs, damages, losses, liabilities and expenses (including reasonable
attorneys’ fees and costs) (“Damages”) awarded against Reseller by a court of competent jurisdiction, or agreed to
in a written settlement agreement signed by Todos, arising out of such Claim. Todos shall have no indemnification obligation or
other liability for any Claim of infringement arising from (a) use of the Products other than in accordance with this Agreement;
(b) modification of the Products or the combination of the Products with any other products, services, or materials if the Products
would not be infringing without such modification or combination; or (c) any third party products, services, or materials. If Reseller’s
use of the Products under the terms of this Agreement is enjoined or Todos determines that such use may be enjoined, then Todos
may, at its sole option and expense, either (i) procure for Reseller a license to continue using the Products in accordance with
the terms of this Agreement; (ii) replace or modify the allegedly infringing Products to avoid the infringement; or (iii) terminate
this Agreement.


 


13.2 Reseller’s
Duty to Indemnify. Reseller agrees to defend any Claim against Todos (i) that the Reseller’s actions infringe any third
party patent, or copyright, or any other proprietary right; or (ii) arising out of any act or omission by Reseller relating
to the Products. Reseller will indemnify Todos (and its directors, employees and agents) against all Damages awarded against Todos
or agreed to in a written settlement agreement signed by Reseller arising out of such Claim.


 


13.3 General
Indemnity. Each party shall defend and indemnify the other party and its employees, officers, directors and agents against
all Damages for Claims for bodily injury, death, or damage to real property or tangible physical equipment, proximately caused
by the indemnifying Party in the course of performing this Agreement.


 


13.4 Conditions
to Indemnification. The obligations set forth in this Section 13 shall apply only if (i) the indemnified Party promptly notifies
the indemnifying Party in writing of a claim upon learning of or receiving the same; (ii) the indemnified Party provides the indemnifying
Party with reasonable assistance requested by the indemnifying Party, at the indemnifying Party’s expense, for the defense
and settlement, if applicable, of any claim; and (iii) the indemnified Party provides the indemnifying Party with the exclusive
right to control and the authority to settle any claim.


 


13.5 Sole
and Exclusive Remedies. THE RIGHTS AND OBLIGATIONS IN THIS SECTION 13 ARE THE INDEMNIFYING PARTY’S SOLE AND EXCLUSIVE
OBLIGATIONS, AND THE INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY SUCH CLAIMS.


 






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	14.	Relationship of the Parties



 


The parties
to this Agreement are independent contractors. No relationship of principal to agent, master to servant, employer to employee,
or franchisor to franchisee is established hereby between the parties. Neither party has the authority to bind the other or incur
any obligation on the other’s behalf. Any agreement for the sale of Products negotiated or executed between the Reseller
and a Customer shall be binding upon the Reseller alone. The Reseller is not authorized to, and shall not, enter into any contracts
nor make any other commitments on behalf of or in the name of Todos, unless expressly authorized in writing to do so by Todos.
Reseller shall not incur any liabilities, obligations, or commitments on behalf of Todos.


 


	15.	Miscellaneous



 


15.1 Entire
Agreement. This Agreement, including its exhibits, constitutes the entire agreement between the parties concerning the subject
matter hereof, and supersedes all prior or contemporaneous statements, representations, discussions, negotiations, and agreements,
both oral and written.


 


15.2 Amendments
or Waiver. This Agreement may not be amended or modified except in a writing signed by authorized officers of both parties.
No order, invoice, or similar document will modify the terms of this Agreement even if accepted by the receiving party.


 


15.3 Severability.
In the event that any one or more of the provisions of this Agreement shall be found to be illegal or unenforceable, this Agreement
shall nevertheless remain in full force and effect, and such term or provision shall be deemed severed unless such severance defeats
the purpose of this Agreement or results in substantial injustice to one of the parties.


 


15.4 No
Waiver. Neither of the party’s rights to enforce provisions of this Agreement shall be affected by any prior course of dealing,
waiver, delay, omission, or forbearance.


 


15.5 Assignment.
This Agreement and the rights granted hereunder shall not be assigned, encumbered by security interest or otherwise transferred
by the Reseller without the prior written consent of Todos, except for the assignment or transfer of rights to a subsidiary company
or an affiliated company.


 


15.6 Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, and the courts of
Tel-Aviv, Israel


 


15.7 Arbitration.Any
dispute, controversy, or claim relating to, connected with, or arising out of this Agreement, including any question regarding
its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration
Law, before a single arbitrator to agreed upon by both parties and in lack of such agreement as to the identity of the arbitrator,
each side shall be eligible, within 7 days of any notice given by any party to the other, to request that the head of the Tel-Aviv
Bar Association appoint said arbitrator.


 


[Remainder of Page Left Blank]








 






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IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their duly authorized representatives.


 





	Todos Medical Ltd.	 	Care G. B. Plus Ltd.
	 	 	 	 	 
	/s/ Herman Weiss	 	/s/ Assaf Gold
	Name:	Herman Weiss	 	Name:	Assaf Gold
	Title:	CEO	 	Title:	Manager
	Date:	20/12/2018	 	Date:	20/12/2018


 


	Lists of Exhibits:	 
	 	 
	Exhibit A:	The Products
	Exhibit B:	The Laboratory
	Exhibit C:	Commercialization Timetable




 






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EXHIBIT A


 


THE PRODUCTS


 


Each unit of Product consists of one Physician Kit and one Laboratory
Kit.


 


TM-B1 breast cancer screening test and TB-B2 breast cancer
diagnostic test


 


General Information:


 


Physician Kit:


 


Laboratory Kit: The Laboratory Kit consists of the Isolation
Kit and the Analysis Kit.


 


Isolation Kit:


 


Item 7 (page 8) in the “Isolation Kit” are items
that are not provided with the kit and the Reseller is responsible to purchase these items.


 


Analysis Kit:


 


Item 7 (page 8) in the “Analysis Kit” are the items
that are not provided with the kit and the Reseller is responsible to purchase these items.


 


Components with an expiration date:


 


[please insert]


 


 



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EXHIBIT B


 


THE LABORATORY


 


[please insert description of the laboratory and its components]


 





 


 






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EXHIBIT C


 


COMMERCIALIZATION TIMETABLE


 


	Milestone	 	Target Date
	Todos to obtain AMAR approval	 	Q3 2019
	Reseller to set-up a diagnostic Laboratory (internal or external) that complies with the requirements in the TM-B2 Isolation Kit Instruction for Use.	 	Q3 2019
	Reseller to commence 30-50 Women Pilot Trial. 
Isolation at Reseller’s lab, and FTIR analysis at Todos’s facility.	 	Q3 2019
	Reseller to commence commercial sales.	 	Q4 2019
	Todos to provide kits and computer analysis of files.	 	Q4 2019








 


 


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