Exhibit 10.5 


 


K
N O W – H O W - L I C E N S E - C O N T R A C T  


 


	This Contract is	 
	entered into between	Fraunhofer-Gesellschaft zur Förderung
	 	der Angewandten
    Forschung e. V.
	 	 
	whose Registered Office is at	Hansastrasse 27 C
	 	80686 München
	 	Germany
	 	 
	 	- hereinafter called "FhG"
    -
	 	 
	for its	Fraunhofer-Institut für Keramische
    Technologien  und Systeme
	 	Winterbergstraße 28
	 	D-01277 Dresden
	 	Germany
	 	 
	 	- hereinafter called "IKTS"
    -
	 	 
	and	PV Nano Cell, Ltd.
	 	 
	whose Registered Office is at 	Hamasger St. 8
	 	Southern Industrial Zone
	 	Migdal Haemek
	 	Israel
	 	 
	 	- hereinafter called "PVN"
    -




 


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	I.	Preamble



 


	1.	IKTS
                                         and PVN co-operate in the field “Printing and Characterization of Ag-glass-inks.
                                         In this connection FhG/IKTS sent to PVN the offer no. 64-440-11-04 of March 25, 2011.
                                         PVN charged IKTS with its purchase order of April 04, 2011.



 


	2.	On
                                         August 26, 2011 FhG and PVN signed a “Memorandum of Understanding for License Agreement”
                                         (MOU).



 


	3.	IKTS
                                         owns extensive technical Know-how in the field of "injectable
                                         ink
                                         containing glass-frits
                                         for crystalline solar cells".



 


	4.	PVN
                                         owns extensive technical know-how in the field of injectable ink for metallization of
                                         crystalline solar cells, and is developing disruptive technology that achieves significant
                                         cost reduction in the manufacturing process of silicon cells through inkjet printing
                                         of inks based on nano metric materials. Therefore
                                         PVN is interested in taking a license to exploit FhG/IKTS's Know-how. FhG is willing
                                         to grant a license with respect to said Know-how to PVN.



 


Now
therefore, the parties agree, with due regard to the “Memorandum of Understanding for License Agreement” as follows:



 


	II.	Definitions



 


	1.	"Know-how"
                                         is the essential and confidential know-how of IKTS as described in Annex A. Annex
                                         A is part of this Contract.



 


	2.	“Contract
                                         Products" are glass-frits as described in the Know-how.



 


	3.	“Field
                                         of Use” shall mean Ink-jetable ink containing lead-containing glasspowders
                                         for crystalline solar cells.



 


	4.	“Exploit”
                                         or "Exploitation" means to use and have use of the Know-how, including
                                         but not limited to the right to make, have made, modify, create derivative work, license,
                                         sell, have sold and otherwise commercialize the Contract Products.



 


	5.	"Effective
                                         Date" is the date, when this Contract is signed by both parties.



 


	III.	Subject
                                         of this Contract



 


	1.	Know-how-Transfer



 


FhG
shall deliver to PVN the Know-how within a transfer project according to the 64-412-12-09. The conditions of the transfer project
have to be agreed separately.


 


	2.	Scope
                                         of the license
	 	 



	2.1	FhG
                                         hereby grants to PVN an exclusive perpertual, world-wide transferable license to Exploit
                                         the Know-how through the Exploitation of the Contract Products or the grant of a license
                                         to do the same.



 





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	2.2	PVN
                                         is obligated to use it’s reasonable commercial efforts to exploit the Contract
                                         Products.



 


	2.3	The
                                         obligations of PVN according to this Know-how-License-Contract remain in full force also
                                         in the case that PVN and/or a third party, charged by PVN to manufacture Contract Products,
                                         change or have changed the nominal composition of the glasspowders marginally so that
                                         there will be no negative impact concerning its functionality refered to the ink.



 


	3.	Territory
                                         of license



 


The
Know-how license is granted world-wide.


 


	4.	Assignment/Transfer
                                         of the license



 


The
license is assignable and transferable, provided that the rights of FhG shall not be negatively affected by the assignment or
transfer. PVN shall inform FhG about an assignment/transfer immediately in written form.


 


	5.	Sublicense
	 	 



	5.1	PVN
                                         is entitled to grant sublicenses, provided that the rights of FhG shall not be negatively
                                         affected by the sublicense. PVN is entitled to charge a third party to manufacture Contract
                                         Products (have made). If PVN has charged a third party or intends to grant a sub-license,
                                         PVN shall inform FhG about that immediately in written form.



 


	5.2	The
                                         validity of the sublicenses depends on the validity of this license.
	 	 



	5.3	PNV
                                         is liable that FhG shall receive from each sublicense-agreement the same royalties as
                                         contracted in this Contract under III.8.1.
	 	 



	6.	Guarantees
	 	 



	6.1	FhG
                                         is not liable for any infringements or damages of third parties' rights in consequence
                                         of PVN’s exploitation of the Know-how, except with respect to claims made by FhG
                                         employees or workers with respect to the validity of this license Contract, or rights
                                         owning to said FhG employees or workers with respect thereof.



 


	6.2	FhG
                                         is in no event liable for, respectively does not warrant the trustworthiness, quality,
                                         industrial exploitability, serviceability of the licensed Contract Products for the supposed
                                         purpose or any other purpose.



 


	6.3	PVN
                                         shall at all times during the term of this Contract and thereafter, indemnify, defend
                                         and hold FhG, its trustees, officers, employees and affiliates, harmless against all
                                         claims and expenses, including legal expenses and reasonable attorneys` fees, arising
                                         out of the death of or injury to any person or persons or out of any damage to property
                                         and against any other claim, proceeding, demand, expense and liability of any kind whatsoever
                                         resulting from the production, manufacture, sale, use, lease, consumption or advertisement
                                         of the Contract Products or arising from any obligation of PVN hereunder.

                                         

                                         In no event shall either party, its trustees, shareholders, officers, employees and affiliates
                                         be liable for special or consequential damages, losses, costs, charges, claims, demands,
                                         fees or expenses of any nature or kind.






 


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	6.4	PVN
                                         shall obtain and carry in full force and effect a product liability insurance which shall
                                         protect PVN and FhG in regard to events covered by Paragraph 6.3 above. Such insurance
                                         shall be written by a reputable insurance company authorized to do business world-wide
                                         and shall list FhG as an additional named insured there under and shall require thirty
                                         (30) days written notice to be given to FhG prior to any cancellation or material change
                                         thereof. The limits of such occurrence shall be set from time to time by the board of
                                         directors of PVN. PVN shall provide FhG with certificates of Insurance evidencing the
                                         same on January 1 of each calendar year during the duration of this Contract.



 


	6.5	Each
                                         party confirms to the other party that it has full power, right and authority and has
                                         taken all required action necessary to permit it to execute and deliver and to carry
                                         out the terms of this Contract and all other actions, documents or instruments required
                                         hereby. Each party further confirms to the other party that the persons signing this
                                         contract are the authorized signatories on behalf of said party.



 


	7.	Confidentiality
	 	 



	7.1	PVN
                                         shall use all Know-how obtained here fore or hereafter from FhG solely according to this
                                         Contract, shall not use such Know-how for any other purpose, and shall not divulge such
                                         Know-how or any portion thereof to other parties, unless such Know-how: (a) was rightfully
                                         known to PVN prior to its obtaining the same from FhG (b) becomes rightfully known to
                                         PVN from sources other than either directly or indirectly from FhG; (c) becomes public
                                         knowledge other than by breach of this Contract by PVN or by another licensee of FhG,
                                         or (d) is disclosed as part of the Exploitation of the Know-how under similar confidentiality
                                         undertakings or as incorporated in the Contract Products.

                                         

                                         The obligations of this subsection shall cease ten (10) years from the date on which
                                         such Know-how is acquired by under this Contract. Upon termination of this Contract,
                                         with respect to Know-how subject to the obligations of this subsection, PVN shall promptly
                                         return to FhG, at PVN’s expense, all documents and other materials supplied to
                                         PVN as Know-how, as well as all copies and reproductions thereof, except as required
                                         in order to maintain accurate business records of PVN.

                                         




	7.2	Section
                                         III.7.1 shall apply vice versa, if PVN discloses confidential information to FhG. During
                                         the term of this Contract, for the purpose of confidentiality, the Know-how shall be
                                         deemed confidential information not to be disclosed by FhG to third parties.



 


	7.3	Except
                                         as provided by III.7.2 of this Contract, PVN is not obligated to disclose to FhG any
                                         information that it deems proprietary or confidential. Except as provided by III.7.2
                                         of this Contract, FhG has no obligation to treat in confidence, nor to restrict, in any
                                         way, the use, reproduction, or publication of information obtained from PVN.



 


	7.4	Each
                                         party shall inform the other party of any third party coming to its attention, whose
                                         rights could be violated by the use of the Contract Products.



 


	8.	Royalties
	 	 
	8.1	For
                                         each kg of Contract Products (excluding the pilot fabrication
                                         kg) exploited by PVN,
                                         PVN shall pay to FhG a royalty of 25 Euro. As long
                                         as FhG provides PVN (and pays for it) with glass frits manufactured in a pilot-fabrication
                                         scale limited to 200kg in total PVN shall pay no royalty with respect to the FhG manufactured
                                         glass frits quantity.



 


	8.2	PVN
                                         shall pay to FhG an annual minimum license fee of EURO 2000,- initially for the year
                                         2013. This minimum license fee shall be creditable against the royalties due for this
                                         calendar year under this Contract.



 


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	9.	Statements,
                                         Books and Records, Rights of Inspecting
	 	 
	9.1	PVN
                                         shall deliver to FhG within 60 (sixty) days after the end of each calendar year a report
                                         regarding this calendar year in writing setting forth:
	 	 
	 	(a)          The
                                         number (in kilos) of Contract Products exploited by PVN and/or its sublicensees,
	 	 
	 	(b)          The
                                         total royalties according to clause III.8.1 due.



 


If
there was no Exploitation within a calendar year PVN shall report so.





	9.2	After
                                         receiving an invoice from FhG concerning clauses III.8.1 and III.9.1 PVN shall pay the
                                         royalties according to clause III.8.1 to FhG after setting off the minimum license fee.



 


	9.3	All
                                         payments shall be made in EURO plus VAT (if there are any) and shall be non-refundable.

                                         

                                         VAT or any other sales tax
                                         shall be additionally borne
                                         by PVN, if applicable. With respect to withholding
                                         tax in Israel for the
                                         payments because of this Contract,
                                         PVN shall bear
                                         such withholding amount provided
                                         FhG is not entitled to
                                         reimbursement therefore in
                                         Germany.

                                         




	9.4	PVN
                                         shall keep complete books and records of all uses, sales, returns or other disposals
                                         by PVN of the Know-how and/or the Contract Products and FhG shall have the right to inspect
                                         said books and records in a mutually agreed manner insofar as may be necessary to verify
                                         the accuracy of the same and of reports and statements provided for herein.



 


The
costs for this inspection shall be borne by FhG. If there will be an difference of more than 5 % to the disadvantage of FhG (related
to the inspected time period) PVN shall bear this costs.


 


	10.	Period
                                         of validity



 


This
Contract comes into force on the Effective Date and shall have a term of ten years.


 


After
the end of the Contarct PVN shall be entitled to exploit the knwow-how gratuitous.


 


	 	11.	Termination
	 	 	 
		11.1	PVN
                                         may terminate this Contract for any or no reason upon ninety (90) days prior written
                                         notice to FhG.



 


		11.2	Termination
                                         for Default. In the event that either party commits a material breach of its obligations
                                         under this Contract and fails to cure that breach within 60 days after receiving written
                                         notice thereof, the other party may terminate this Contract immediately upon written
                                         notice to the party in breach.
	 	 	 
	 	11.3	Bankruptcy.
                                         Either party may terminate this Contract upon notice to the other if the other party
                                         becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement
                                         with its creditors, makes an assignment for the benefit of its creditors, voluntarily
                                         files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed
                                         by reason of its insolvency, or in the event an involuntary bankruptcy action is filed
                                         against the other party and not dismissed within ninety (90) days, or if the other party
                                         becomes the subject of liquidation or dissolution proceedings or otherwise discontinues
                                         business, and in all such events without the bankrupt, insolvent or liquidated entity
                                         having a successor in interest ready to continue to be bound by the terms of this Contract.



 





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		11.4	FhG
                                         may terminate this Contract upon thirty (30) days prior written notice to PVN, if PVN
                                         challenges the Know-how.



 


		11.5	FhG
                                         shall have the right to terminate this Contract if PVN has paid only the minimum license
                                         fees set forth in clause III.8.2 for two consecutive years. This termination is possible
                                         for the first time by the end of the year 2015.

                                         




		11.6	Also
                                         in the case of 11.1 paid royalties and fees shall be non-refundable.
	 	 	 
	 	11.7	All
                                         notices relevant to termination have to be made by registered mail/return receipt.



 



		12.	Sale
                                         of remaining items



 


PVN
shall be entitled to fill orders for Contract Products already received and to make or have made for it and to sell Contract Products
for which commitments to vendors have been made at the time of such termination, subject to payment of applicable royalties thereon.


 


		13.	Pilot-fabrication
                                         by FhG/IKTS



 


Section
7 of the MOU shall bind the parties with respect to pilot-fabrication.


 


		14.	Applicable
                                         law, arbitration
	 	 	 
	 	14.1	This
                                         Contract shall be construed according to the laws of Germany.



 


		14.2	This
                                         contract is based on mutual trust. The parties hereto shall endeavour to settle any disputes
                                         on an amicable basis.

                                         

                                         In cases where no such amicable settlement is possible all disputes arising in connection
                                         with the present Contract shall be decided finally by the competent German court
	 	 	 
	 	15.	Additional
                                         conditions



  


This
Contract is made between the parties without derogating from the MOU referenced in the preamble which is binding upon the parties
including with respect to issues not dealt with herein. No verbal Contracts have been made. Alterations and supplementary provisions
of this Contract are to be marked, need written form and are binding if they are signed by the parties of this Contract. Verbal
Contracts are only valid if they are confirmed by written form. To the Contract belongs the Annex A.


 


		16.	Export
                                         Controls
 

                                                                                                                                                                                                             lt
                                         is understood that the export
                                         of goods and/or the
                                         transfer
                                         of results,
                                         services
                                         and inform

                                                                                                                                                                                                              

                                                                                ation
                                         under this Contract is
                                         subject to export
                                         laws and regulations. FhG does not warrant that
                                         if any import
                                         or export license is required for
                                         the fulfillment of
                                         any of its
                                         contractual obligations, such
                                         license shall be issued or shall be issued in due time.

                                                                                

                                                                                

                                         In case the fulfillment of any contractual obligation of
                                         FhG would violate import or export laws and regulations FhG is not obliged to
                                         fulfill that obligation. 
 
 In any such case
                                         each contracting party shall be entitled to terminate this Contract with immediate effect.
                                         Compensation claims shall be excluded in case of any restriction resulting from import
                                         or export laws and regulations and/or any delay of the granting of the import or export
                                         license.







 


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	 	17.	Addresses



  


All
communications are to be addressed to:





PV
Nano Cell, Ltd.

Attn. Dr. Fernando De La Vega, CEO


Hamasger
St. 8


Southern
Industrial Zone


Migdal
Haemek


Israel


 


respectively
to:


 


Fraunhofer-Gesellschaft


Patente
und Lizenzen


Hansastraße
27 C


D-80686
München


Germany                                                          (concerning
the clauses of this contract)


 


respectively
to:


 


Fraunhofer-Institut
für Keramische Technologien und Systeme


Winterbergstraße
28

D-01277 Dresden

Germany                                                          (concerning
the Contract Products).


 


		18.	Salvatorian
                                         Clause



 


The
ineffectiveness of one or more provisions of this agreement does not affect the validity of the others. Each party to this Contract
can in this case demand that a new valid provision be agreed which best achieves the economic purpose of the ineffective provision.


 


		19.	,
                                         any notice sent by one party to the other by registered mail to addresses provided by
                                         one party to the other from time to time - will be deemed to have been received on the
                                         5th business day after the day of mailing. Fax and electronic messages will be deemed
                                         to have been received on the business day following the day of transmission. Hand delivered
                                         messages will deemed received upon delivery.



 


	Migdal
    Haemek, ........................	München,
    ..................................
	 	 
	PV Nano Cell, Ltd.	Fraunhofer-Gesellschaft
        zur Förderung

        der angewandten Forschung e.V.



	 	 
	/S/
        Dr. Fernando de la Vega                                



	/S/ Dr. Schubert                                      
	(.............................................)	(Dr. Schubert)
	 	 






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Anlage
A to the Know-how-License-Contract 151/12

between PVN and FhG 


 


Know-how


 


		-	Nominal
                                         composition of the glass frit entitled as G550



		-	Method
                                         for the preparation of the glass frit G550



		-	Method
                                         for the preparation of a glass powder from the glass frit G550



		-	Methods
                                         for the characterization of the glass frit G550 and the according glass powders derived
                                         from these glass frit. 



		-	The
                                         characterization methods have to be determined in detail within future collaboration
                                         projects with PV Nanocell





 


 





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