Exhibit
10.1


 


AGREEMENT


File
Number 211 - 11 - 026


 


Which
has been drafted and executed in Jerusalem on this Day 15 in the Month 12 in the year 2011


 


The
Government of the State of Israel in the name of the State of Israel and which is represented by the Director General in the Ministry
of the National Infrastructure together with the comptroller of the Ministry (hereinafter - the "Ministry")


 


On
the one hand


And
Between


P.
V. Nano Cell Ltd.


By
Dr. Fernando Del La Vega (hereinafter - the "Entrepreneur")


On
the second hand


 


		Whereas	the
                                         Ministry had published a tender offer numbered 17/11 for the submission of proposals
                                         regarding investments to be made by the strategy fund of the Ministry in projects focusing
                                         on alternative energy sources, renewable energy and energetic conservation (hereinafter
                                         the: "Tender"); and



 


		Whereas	the
                                         Entrepreneur had approached the Ministry with a proposal to invest in a project in the
                                         field of a unique ink based on cooper nanometric materials designated for printing on
                                         conductive layer of solar cells based on silicon using the means of inkjet technology
                                         (hereinafter the: "Proposal", and the "Project" respectively);
                                         and



 


		Whereas	the
                                         Proposal has been selected as the winning offer by the Tender Committee in its resolution
                                         dated October 9, 2011; and



 


		Whereas	the
                                         parties desire to set forth and define the legal relationship between them with respect
                                         to the performance of the Project within the framework of this Agreement;



 


Now,
therefore, the parties hereby agree and consent as follows:


 


		1.	Preamble,
                                         Attachments and Interpretation



 


		a.	To
                                         this Agreement are attached the following documents:



 


		1)	Attachment
                                         A – the Tender documents.



 


		2)	The
                                         Proposal documents, including relevant documents which were submitted as part of the
                                         selection process, including the notice of the Ministry regarding the winning of the
                                         Tender, the setting forth of the approved budget and any other term and special condition
                                         as was requested by the Ministry in the framework of approval of the Proposal.



 


		3)	Attachment
                                         B (attachment I to the Tender) – Financial reports filing procedures.



 


		4)	Attachment
                                         C (attachment I to the Tender) – Scientific report filing procedures.



 


		5)	Attachment
                                         D – copies of the agreements between the Entrepreneur and third party investors
                                         in the Project, to the extent existing.



 


		b.	The
                                         preamble to this Agreement and the attachments hereto constitute an inseparable part
                                         hereof. In any event of contradiction between the terms of this Agreement and its attachments,
                                         the provisions of this Agreement shall supersede unless otherwise stated therein.



 






    	 



    	 



    

 


		c.	The
                                         headings of the sections are for convenience use only and they shall not be used for
                                         the interpretation of this Agreement.



 


		2.	Definitions



 


In
this Agreement the following definitions below shall have the meaning as ascribed next to them:


 





	The Authorized Budget	The budget of the Project as was approved by the Ministry in the winning notice issued to the Entrepreneur.
	 	 
	Supplementary Funding	
        Additional funding that shall be invested
        in the Project, at the responsibility of the Entrepreneur, beyond the investment made by the Ministry, including investments amounts
        made by third parties.

         

	Intellectual Property Rights	
        Including rights in accordance with
        the Copyright Law, 1911, and the Copyright Ordinance, 1924, rights in accordance with the Patents Law, 5727 – 1967, rights
        in accordance with the Trade Marks Ordinance, 5732 – 1972, rights in accordance with Patents and Design Ordinance, rights
        within a "Trade Secret" in accordance with the Commercial Torts Law, 5759 – 1999, the Plant Breeders' Rights Law,
        5733 – 1973 and other rights in information which is not within the public domain.

         

	Knowledge Based Products	
        Any idea, finding, conclusion, result,
        method and information which is not within the public domain, which arise as a result of the Project, whether they include or may
        include Intellectual Property Rights and whether they do not.

         

	Protection of Knowledge Based Products	
        Any legal form of protection applying
        to knowledge via the use of Intellectual Property Rights in the country or overseas, including the fling of application registration
        forms for the Knowledge Based Products in accordance with the Patents Law, 5727 – 1967.

         

	Half Year Period	
        A period of six months out of the term
        of this Agreement which commences as of the first day of each month of January, April, July and October. The first Half Year Period
        during the term of this Agreement shall terminate on the last day of the Half Year Period in which the term of this Agreement had
        commenced in accordance with Section 6 to this Agreement.

         

	License for Use	
        An agreement allowing the use of the
        Intellectual Property Rights and the Knowledge Based Product.

         

	Foundation for the Transfer of Technology	A corporation which shall be responsible for the commercialization of the intellectual property of the Entrepreneur.




  






    	 



    	 



    

 


		3.	Performance
                                         of the Project in accordance with the Instructions of the Ministry



 


		a.	The
                                         Entrepreneur undertakes upon himself to perform the Project as has been approved by the
                                         Ministry and subject to the provisions as are set forth in this Agreement.



 


		b.	The
                                         Entrepreneur shall not alter the Project and shall not divert from it unless to the extent
                                         it had received the prior written consent of the Ministry.



 


		c.	The
                                         Entrepreneur shall perform such modifications and supplements to the Project, if requested
                                         in writing to do so by the Ministry; if in the opinion of the Ministry such performance
                                         or change or addition shall require the adjustment of the investment amount as stated
                                         in Section 10 hereto, or with respect to the performance period required, as stated in
                                         Section 6 hereto, such amount or time shall be agreed upon by mutual consent between
                                         the parties. Nothing in this section shall obligate the Entrepreneur to perform any modifications
                                         in the Project which are to be financed only by it.



 


		4.	The
                                         Entrepreneur Hereby Represents as Follows:



 


		a.	It
                                         has the technical and professional ability to fulfill the provisions of this Agreement
                                         and there exists no such prevention whether by law and/or agreement and/or otherwise
                                         for regarding its engagement in this Agreement.



 


		b.	It
                                         shall perform all such required preparations and other required arrangements, which shall
                                         be required for the performance of the Project in an effective and efficient way and
                                         to the satisfaction of the Ministry.



 


		c.	It
                                         shall employ experienced, responsible and professional employees and at such scope as
                                         is required for the progress of the Project in accordance with the terms of this Agreement.



 


		d.	It
                                         shall perform the Project at a high and acceptable level and shall take any action, required
                                         and reasonable, which an expert would have taken for the performance of the Project.



 


		e.	All
                                         of the documents that have been submitted in the Proposal and which are attached hereto
                                         as Attachment A to this Agreement constitute a whole and entire legal framework for the
                                         performance of the Project in its entirety.



 


		f.	It
                                         shall amend any violation of the terms of this Agreement within 7 business days of receipt
                                         of written notice from the Ministry with respect to any such violation.



 


		5.	Additional
                                         Funding



 


		a.	The
                                         Entrepreneur represents that it had not received any contribution or financing in the
                                         framework of the Project up until the execution of this Agreement except to the following
                                         financing:



 


		1)	An
                                         amount of ______ from _________.



		2)	An
                                         amount of ______ from _________.



 


		b.	The
                                         Entrepreneur undertakes to inform the Ministry as to any form of additional financing
                                         which shall be proposed to it, including from the Government of Israel, whether such
                                         financing shall be invested during the term of the Project or whether it shall be invested
                                         thereafter, including investments that are made for the purpose of receiving rights in
                                         the results of the Project. To such notice shall also be attached a notice from the financer
                                         to the same effect. In such an event, the State shall have the option to enter into negotiations
                                         with such potential investor in such a way that shall bring about the exchange between
                                         the investments made by the Ministry with the investment to be made by the potential
                                         investor, at such terms as shall be determined. It is hereby clarified, that additional
                                         funds that may be received by the Project from other governmental entities during the
                                         Project Performance Period, shall be deducted from the Investment amounts provided by
                                         the Ministry as stated in Section 10 below, in such a way that any amounts required for
                                         the financing of the approved Project shall be first paid out of the financing
                                         that will be received from the other above stated governmental entities and only thereafter
                                         from the investments made by the Ministry.



 






    	 



    	 



    

 


		c.	The
                                         reports to be provided by the Entrepreneur concerning the sources of the financing to
                                         be received in accordance with the above stated in subsection (b) shall be provided up
                                         until such date of repayment of the entire investments amounts owed to the Ministry in
                                         accordance with the provisions of Section 15(b) below or the termination date of the
                                         Performance Period of the Project, as to the later between them.



 


		d.	The
                                         Entrepreneur shall not be entitled to receive any other source of financing, unless to
                                         the extent that the prior written consent from the Ministry has been received and at
                                         such terms as shall be determined by the Ministry. The Ministry shall not withhold its
                                         approval as to the above stated unless for a just cause to that respect or in the event
                                         that the provision of such approval shall have a negative effect as to the rights of
                                         the State.



 


		6.	The
                                         Performance Period



 


		a.	The
                                         Project shall be performed during a period of 15 months, commencing as of the date of
                                         January 1, 2012 and up until the date of March 31, 2013 (hereinafter the: "Performance
                                         Period"), in accordance with the entire details items of the Project.



 


		b.	The
                                         Ministry itself shall have the sole option to extend the term of engagement for additional
                                         periods of time, up until the completion of the Project as was approved by the Ministry.



 


		c.	The
                                         Ministry shall be entitled at any time to instruct the Entrepreneur to cease the performance
                                         of the Project by providing a written notice to such extent, and that being after it
                                         had become aware that the Entrepreneur has not met the Project performance requirements,
                                         and after having allowed the Entrepreneur to sound its claims. In the event that the
                                         Ministry has provided a notice to such above extent, the Ministry shall reimburse the
                                         Entrepreneur for such expenses that were incurred by it due to the performance of the
                                         Project in accordance with the terms of this Agreement. Such notice of termination shall
                                         come into effect within 15 days from the date on which it was provided to the Entrepreneur,
                                         unless otherwise stated therein. The Ministry shall not owe the Entrepreneur any compensation,
                                         consideration or other monetary payment with respect to the termination of this Agreement.



 


		d.	The
                                         parties hereby agree that in the event that the Entrepreneur shall cease the performance
                                         of the Project or shall not complete its performance in accordance with the terms of
                                         this Agreement for any reason whatsoever, except as a result of force major or circumstance
                                         that is attributed to the Ministry, the Ministry shall not be obligated to make any kind
                                         of payments; It is hereby agreed between the parties that the non-completion of the Project
                                         shall be deemed as if the Entrepreneur had failed to meet its undertakings within the
                                         framework of this Agreement, and it shall be obligated to return to the Ministry the
                                         entire amounts that it had received from the Ministry to that effect; In addition it
                                         is hereby agreed upon between the parties that the Ministry shall be entitled to collect
                                         the repayment of any such amounts from any other amount that may be due to the Entrepreneur
                                         from the Ministry.



 






    	 



    	 



    

 


		7.	The
                                         Responsible Person for the Performance of the Project on behalf of the Entrepreneur



 


		a.	The
                                         Entrepreneur undertakes to appoint a person that shall be responsible for the performance
                                         of the Project during the entire Performance Period. The Entrepreneur hereby appoints
                                         Fernando De La Vega as the responsible person for the performance of the work
                                         (hereinafter the: "Responsible Person").



 


		b.	The
                                         Entrepreneur shall terminate the employment of the Responsible Person and of any other
                                         person involved in the performance of the Project in the event that such termination
                                         has been demanded by the Ministry for security reasons or for any other circumstance
                                         as it may deem appropriate, and the Entrepreneur shall propose a different person instead.
                                         Should such action cause the Entrepreneur not to meet the performance requirements of
                                         the Project, such shall not be deemed as a violation of this Agreement by the Entrepreneur
                                         and the provisions of Section 6(c) above shall apply with the required changes.



 


		8.	The
                                         Representative of the Ministry



 


		a.	The
                                         Ministry hereby appoints Dr. Avraham Arbiv as its representative for the ongoing communications
                                         with the Entrepreneur and with the Responsible Person with respect to the performance
                                         of the Project (hereinafter the: "Ministry Representative").



 


		b.	The
                                         Ministry shall be entitled to replace the Ministry Representative at any time by means
                                         of written notice to the Entrepreneur.



 


		c.	The
                                         Ministry Representative shall be entitled to enter any place in which work related to
                                         the Project is being performed or which involves the performance of the Project and to
                                         oversea any action which is related or involves the performance of the Project. In addition,
                                         the Ministry Representative shall be entitled to review and receive from the Entrepreneur
                                         any document and all information which is related or associated with the Project.



 


		9.	Reports



 


In
addition to the accounting and other reports that the Entrepreneur is required to submit in accordance with Section 11 below,
the Entrepreneur shall submit to the Ministry the reports in accordance with the provisions of Schedule C ("Financial
Reports Filing Instructions") and Schedule D ("Scientific Reports Filing Instructions") of the Tender,
as follows:


 


		a.	Interim
                                         report every six months during the Performance Period, which shall include a report as
                                         to the progress achieved in the performance of the Project (hereinafter the: "Scientific
                                         Report") and in addition a report concerning the expenses incurred by the Entrepreneur
                                         during such period of time covered in the Scientific Report (hereinafter the: "Financial
                                         Report"). The interim Scientific Report shall be submitted in three copies and
                                         on a digital media platform, within 30 days of the end of such six month period.



 


		b.	Annual
                                         reports (scientific and financial) shall be submitted within 30 days of the end of each
                                         year of performance.



 






    	 



    	 



    

 


		c.	A
                                         draft of the final Scientific Report (hereinafter the: "Draft"), shall
                                         be submitted in three copies and on a digital media platform 30 days prior to the end
                                         of the Performance Period. The Ministry shall provide its comment on the Draft within
                                         30 days as of the date on which it wad received.



  


		d.	The
                                         final Scientific Report, amended in accordance with the comments provided by the Ministry,
                                         shall be submitted in seven copies within 30 days as of the date of receipt of the above
                                         comments.



 


		e.	The
                                         final Financial Report shall include a breakdown of all of the expenses which were incurred
                                         by the Entrepreneur for the purpose of performance of the Project. The report shall be
                                         approved by chief financial accountant of the Entrepreneur, and shall be submitted in
                                         three copies within one month following the end of the Performance Period. The Entrepreneur
                                         shall attach to such Financial Report a confirmation from the external auditor accountants,
                                         that such expenses were incurred in accordance with the provisions of this Agreement.
                                         Such confirmation shall state whether the Entrepreneur had received additional funding
                                         beyond the Investment provided by the Ministry for the Project and in such an event shall
                                         also provide details to such respect.



 


		f.	In
                                         the event that the Entrepreneur shall require payment on account of a Half Year Period,
                                         it may submit a Financial Report and a summarized Scientific Report during such Half
                                         Year Period interims – see Section 11 below. A report concerning the consideration
                                         received from the sale of any product or knowledge, which were developed in the framework
                                         of the Project or based on its results, shall be submitted to the Ministry every six
                                         months, commencing as of date in which the Entrepreneur shall start receiving any such
                                         income which is as result of Knowledge Based Products of the Project or from any other
                                         derivative which is related to the Project and up until such time that all payments that
                                         are owed to the Ministry in accordance with the provisions of Section 15(b) below have
                                         been made.



 


"consideration"
for the purpose of this section means – any consideration which is received by the Entrepreneur which arises either directly
or indirectly from the derivatives of the Project or on account or which are based on its results, including among others any
rights received in a corporation which are issued as result of such interest that such cooperation has received in the derivatives
of the Project.


 


		g.	A
                                         report as to any information, whether being either scientific or financial, which the
                                         knowledge thereof is essential and relevant to the Ministry.



 


		h.	A
                                         report as to any other part of information, as may be requested by the Ministry.



 


		i.	The
                                         Ministry shall be entitled to provide comments and request that the report submitted
                                         by the Entrepreneur be amended up until such time as they are in satisfactory form as
                                         determined by the Ministry. The Entrepreneur undertakes to perform any such amendments
                                         as may be requested within a reasonable period of time.



 






    	 



    	 



    

 


		j.	The
                                         reports concerning the progress of the Project shall be submitted to the Ministry on
                                         a form of digital media and in any other form as may be requested by the Ministry.



 


		10.	The
                                         Investment by the Ministry



 


		a.	In
                                         consideration of performance of the Project and fulfillment of the obligations of the
                                         Entrepreneur in accordance with the terms of this Agreement, the Ministry shall reimburse
                                         the Entrepreneur up to 62.5% of its actual expenses out of the entire Authorized Budget,
                                         as is detailed in the confirmation letter issued by the Ministry regarding the winning
                                         of the Tender and up to an aggregate amount of 625,000 (six hundred and twenty five thousand)
                                         New Israeli Shekels (hereinafter the: "Investment").



 


		b.	In
                                         no event shall the Ministry pay for any expenses which are incurred as a result of financing
                                         related expenses of any kind. In any event of contradiction between the terms of this
                                         subsection to the provisions of the terms of the Project, the provisions of this subsection
                                         shall prevail.



 


		c.	The
                                         Investment amount includes value added tax, if required to be paid, and in addition any
                                         other tax, levy and other mandatory payment that may be imposed as a result of performance
                                         of the Project, or that may be associated or related in any way with its performance.



 


		d.	It
                                         is hereby agreed that no other payment or additional item except as specifically stated
                                         in above subsection (a) shall be paid or reimbursed by the Ministry, neither during the
                                         Performance Period nor at any time thereafter, nor with respect to the Project nor related
                                         thereto and/or that may arise as result thereof, neither to the Entrepreneur nor to any
                                         other person or entity.



 


		11.	Payment
                                         of the Investment



 


		a.	The
                                         Investment to be provided by the Ministry shall be provided as follows:



 


		1)	Upon
                                         the commencement of the Project the Entrepreneur shall receive a down payment equal to
                                         the rate of 5% of the entire approved Investment by the Ministry. Such down payment shall
                                         not exceed the sum of the bank guarantee which shall be provided by the Entrepreneur
                                         in accordance with the terms of Section 19 below. Such amount of down payment shall be
                                         offset, in equal parts, from the two first Six Month Period payments due in accordance
                                         with Subsection 11(2) below.



 


		2)	During
                                         the Performance Period of the Project and up until such time as the final reports (the
                                         scientific and the financial) are approved, the Entrepreneur shall submit during each
                                         Six Month Period, up until the 30 day of each first month of the Six Month Period following
                                         the Six Month Period being reported, a detailed account report with respect to the entire
                                         expenses incurred by it during the preceding Six Month Period out of the Authorized Budget,
                                         with detailed accounting information.



 






    	 



    	 



    

 


In
addition, the Entrepreneur shall attach a confirmation letter issued by the accountant that had reviewed the expenses incurred
during such reported Six Month Period.


 


At
the same time, the Entrepreneur shall submit a summarized scientific report covering such Six Month Period which shall include
information as to the work that had been performed during such preceding Six Month Period, and how such work corresponds with
the Project work plan. The summarized Six Month Period Scientific Report shall not exceed the scope of two pages.


 


Along
with the approval of the final Scientific Report and after receipt of an invoice/tax invoice as required by law, the Ministry
shall pay the Entrepreneur the remaining portion of the Investment or its actual expenses, as to the lower of the both.


 


		3)	It
                                         is hereby clarified that, in the event that the Entrepreneur shall fail to submit the
                                         final Scientific Report within the time framework as detailed in Section 9(d) above,
                                         the Ministry shall be entitled not to pay the Entrepreneur the remaining portion of the
                                         Investment. In addition, the Ministry may exercise the bank guarantee which has been
                                         submitted by the Entrepreneur.



 


		b.	The
                                         comptroller of the Ministry may, personally or via any person acting on his behalf, conduct
                                         an audit during each stage of the stages in which the Project is being conducted and
                                         withhold any payment, either in part or in whole, up until such time as the audit is
                                         completed and all discrepancies have been agreed upon. Such an audit may be conducted
                                         via the use of external entities to the Ministry, including accounting firms.



 


		c.	In
                                         addition, it is hereby clarified that in the framework of the payments which are to be
                                         approved by the Ministry, shall not be included any expenses incurred as part of any
                                         oversea travel expenses.



 


		d.	The
                                         Ministry may at any time withhold any payment on account of the Investment, in the event
                                         that the Entrepreneur is in breach or failed to fulfil any one or more of its undertakings
                                         in accordance with the terms of this Agreement and that being without reducing from the
                                         remedy rights of the Ministry in accordance with Section 15 below. In spite of the above
                                         stated, the Ministry shall not be entitled to withhold any such payment without first
                                         providing notice as of its intention to do so.



 


		e.	Any
                                         change in the Project work plan that had been approved and in the breakdown of the budget
                                         items, specifically with respect to the division between its various subsections, must
                                         receive the prior written approval of the Ministry. Any request for such change shall
                                         be submitted to the Ministry Representative. The representative himself shall have the
                                         authority to confirm as to minor changes requested such as transfer of amounts from one
                                         budget subsection to another in a sum of up to 10% of the aggregate budget.



 


		12.	Payment
                                         Installment Dates



 


		a.	"The
                                         Filing Date of the Invoice with the Ministry": the date on which the tax invoice
                                         was received by the Ministry Representative. In any event, "The Filing Date of the
                                         Invoice with the Ministry" shall not be earlier than such time as the entire payments
                                         with respect of such invoice had actually been received.



 






    	 



    	 



    

 


		b.	The
                                         payments to be made in accordance with Section 11 above shall be performed as follows:



 


		1)	Invoices
                                         that shall be submitted to the Ministry during the first half of each month (during days
                                         1 to 15): shall be paid during the dates 1 to 15 (including) of the following month.



 


		2)	Invoices
                                         that shall be submitted to the Ministry between the dates 16 to 24 of each month (including):
                                         shall be paid during the dates 16 to 24 of the following month.



 


		3)	Invoices
                                         that shall be submitted to the Ministry between the dates 25 to 31 of each month (including):
                                         shall be paid on the 24 date of the following month.



 


		13.	Bookkeeping
                                         and Accounting



 


		a.	With
                                         respect to the expenses incurred as part of the Project and the financing sources received,
                                         the Entrepreneur shall conduct and hold a separate filing system, which shall be conducted
                                         in accordance with the accounting procedures as detailed in Schedule C of this Agreement
                                         and in the lack of such procedures – in accordance with general accepted accounting
                                         procedures, and shall further maintain document files and an appropriate registry for
                                         the basis of conducting and preparing the Financial Reports with respect to the performance
                                         of the Project, all of which shall be ready for presentation and review at any such time
                                         as may be requested to do so by the Ministry.



 


		b.	The
                                         Entrepreneur shall allow the Ministry to check the accounting records concerning the
                                         performance of the Project during the Performance Period and during an additional one
                                         year following the time on which the final Scientific Report or Financial Report have
                                         been approved, as to the later thereof.



 


		14.	Publication
                                         of Information Regarding the Project



 


		a.	The
                                         Entrepreneur shall refrain from making any publication regarding any information related
                                         to the Project in such a way that may impairment the protection of the Intellectual Property
                                         Rights and the rights of the Ministry. For the purpose of ensuring such provision, the
                                         Entrepreneur shall submit to the Ministry any proposed publications for its prior written
                                         approval before being published. The Ministry may demand that modifications or omissions
                                         be made in such publications as a condition for its confirmation thereof. In the event
                                         that the Ministry had failed to provide any response within 30 days from the date on
                                         which such request had been provided it shall be deemed as if confirmed by the Ministry.



 


		b.	In
                                         any kind of general publication, the Entrepreneur or any other entity on its behalf shall
                                         make reference to the Investment provided by the Ministry in the following form: "This
                                         Project has been funded by an investment provided by the Ministry of National Infrastructure".



 


		c.	Except
                                         to the extent state above, the Entrepreneur shall hold in strict confidence any information
                                         and document of any kind, that it may receive or any party on its behalf from the Ministry
                                         and it further represents that it is aware that the failure on its behalf to do so in
                                         accordance with this subsection constitutes a felony in accordance with Section 118 to
                                         the Penal Law, 5737 – 1977.



 


		d.	The
                                         Entrepreneur undertakes to have executed with each person receiving any information or
                                         document as stated in subsection (c) above within the framework of this Agreement a confidentiality
                                         statement and have them execute a statement confirming that they are aware that their
                                         failure to abide by their above undertaking in accordance with this subsection constitutes
                                         a felony in accordance with Section 118 to the Penal Law, 5737 – 1977.



 






    	 



    	 



    

 


		e.	Despite
                                         of the above stated, the parties shall be entitled to publish any general information
                                         regarding the performance of the Project, such as the name of the Project, a general
                                         description of the Project and the Investment amount to be provided by the Ministry.



 


		f.	Subject
                                         to subsection (d) above there shall be no prevention from the Entrepreneur to present
                                         the Project and its details to potential investors that are interested in making an investment
                                         in the Project or the Project derivatives.



 


		15.	Intellectual
                                         Property Rights



 


		a.	It
                                         is hereby agreed between the parties as follows:



 


		1)	The
                                         ownership in the Knowledge Based Products shall be associated to the Entrepreneur subject
                                         to the terms of this Agreement. The transfer of ownership in the Knowledge Based Products
                                         or their registration under the name of a third party which is not the Entrepreneur or
                                         the Foundation for the Transfer of the Technology shall be made only with the prior written
                                         approval of the Ministry, following a detailed request submitted to such extent.



 


		2)	It
                                         is the responsibility of the Entrepreneur to take any reasonable actions required in
                                         order to protect the rights associated with a Knowledge Based Product, in order to allow
                                         the effective exploitation of the Knowledge Based Product. The protection of the Knowledge
                                         Based Product, the registration of the Intellectual Property Rights and the grant of
                                         Licenses of Use with respect thereto shall be in such a form that shall secure the terms
                                         as stated in this Agreement and in such a way that shall promote the knowledge and allow
                                         its practical use and subject to the rights of State and the Ministry as set forth in
                                         this Agreement, and the Entrepreneur shall report to the State as to any patent registration
                                         and as of any commercialization exploitation that has resulted from such knowledge.
	 	 	 



		3)	The
                                         Entrepreneur shall immediately and without any further delay notify the Ministry as to
                                         the creation of any Knowledge Based Product, which may have a useful application, and
                                         which may be protect by the use of Intellectual Property Rights, shall take any reasonable
                                         majors in order to protect its rights incorporated within the Knowledge Based Product,
                                         in order to allow the efficient exploitation of such Knowledge Based Product and shall
                                         further provide details to the Ministry as to all of the actions that it intendeds to
                                         take with respect thereto, whether in person or by the use of the Foundation for the
                                         Transfer of Technology. In addition, the Entrepreneur shall notify the Ministry as to
                                         the grant of any License of Use granted with respect to the knowledge and the Knowledge
                                         Based Product and shall provide to the Ministry such license and any other document related
                                         thereto which may be requested by the Ministry.
	 	 	 



		4)	A
                                         License for se of the Knowledge Based Product granted to any third party shall assure
                                         that the receiver of such license shall act in a reasonable way in order to exploit the
                                         Knowledge Based Product, within a reasonable period of time, on the basis of a detailed
                                         implantation action plan. The License of Use granted shall provide that the Entrepreneur,
                                         or the Foundation for the Transfer of Technology, in such an event as the terms of the
                                         license are breached, shall have a right to terminate the license or have a right to
                                         grant an additional License of Use to a fourth party for the purpose of exploitation
                                         of the knowledge. In addition, the License for Use of the Knowledge Based Product granted
                                         to a third party shall secure the payment of royalties to the Ministry in accordance
                                         with the provisions of subsection (c) below.



 


		5)	The
                                         Entrepreneur shall give clear preference to the general interest of the public in Israel
                                         with respect to the distribution of the Knowledge Based Product, specifically as it concerns
                                         the relevant local market, while considering the scope of the license granted and its
                                         exclusivity.



 


		6)	Any
                                         kind of remuneration whatsoever either received directly or indirectly, whether in cash
                                         or in kind, with respect to the grant of a License of Use in the Knowledge Based Product,
                                         shall be provided to the Entrepreneur or the Foundation of Transfer of the Technology
                                         alone. Without derogating from the above stated, no monetary consideration whatsoever
                                         shall be provided to the persons conducting the Project or to any third parties participating
                                         with respect thereto, with respect to the conduct of the Project or the grant of License
                                         of Use in the Knowledge Based Product, which is not done directly by the Entrepreneur
                                         or the Foundation for the Transfer of Technology.



 


		b.	The
                                         grant of a non-exclusive license for the use of the Knowledge Based Product to the State:



 


		1)	Any
                                         action taken with respect to the Knowledge Based Product, including among others its
                                         protection and the grant of license with respect thereto shall be made subject to the
                                         terms and conditions of this Agreement and including specifically the rights of the State
                                         with respect to the Knowledge Based Product.



 


		2)	The
                                         State shall receive for no consideration due, a non-exclusive, irrevocable, non-transferable
                                         license to use the Knowledge Based Product, either personally of with the use of an external
                                         entity, for national needs; the determination as to a national need shall be at the official
                                         authorization of the Science and Technology Minster, the Justice Minster and the Finance
                                         Minister. Such a license shall be granted to the State simultaneously with the announcement
                                         as to the development of a practical Knowledge Based Product, as further detailed in
                                         Section a(3) above.



 


		3)	In
                                         the event that the State has provided notice in accordance with Section (2) above, that
                                         it is interested to make use of the Knowledge Based Product, the Entrepreneur shall provide
                                         the State all of the information, the documents, the samples, and the sketches which
                                         are required in order to protect the Knowledge Based Product and shall further execute
                                         any document required by the Ministry including among other a waiver notice, assignment
                                         documents, powers of attorney and the like.



 






    	 



    	 



    

 


		c.	Without
                                         derogating from any other right of the Ministry or the State as further stated in this
                                         Agreement, the Entrepreneur shall pay the State payments at the rate of 5% of any kind
                                         of income that may result as a part of the commercialization of the Knowledge Based Products
                                         and the intellectual property of the Project, whether directly or indirectly, including
                                         with respect to services provided with respect thereto or related thereto, up to an amount
                                         equal to the aggregate cumulative Investment provided by the Ministry, linked to the
                                         consumer price index (which is last known as of the date of execution of this Agreement)
                                         and with the addition of interest as published by the accountant general, and all being
                                         whether such income was accrued by the Entrepreneur itself or by an entity acting on
                                         its behalf, related to or in partnership therewith.



 


		d.	The
                                         entire rights of the Ministry in accordance with this Section 15, shall continue to apply
                                         also in the event that research is terminated prior to the end of its intended period
                                         of time (prior to the end of the Performance Period), for any kind of reason whatsoever.



 


		16.	The
                                         Responsibility of the Entrepreneur to its Employees and Damages



 


		a.	The
                                         Entrepreneur serves as an independent contractor for the purpose of conduct of the Project,
                                         and it alone shall be solely liable with respect to any loss or damage that may occur
                                         to any person, including among others the employees of the Entrepreneur and any person
                                         acting on its behalf, as a result or with respect to the performance of the Project.



 


		b.	Nothing
                                         in the rights granted under this Agreement to the Ministry with respect to its right
                                         to advise or instruct the Entrepreneur or the employees acting on its behalf shall confer
                                         any liability on its behalf, but as a means to assure the fulfilment of the provisions
                                         of this Agreement, and neither the Entrepreneur nor the employees of the Entrepreneur
                                         or any person acting on its behalf are granted any rights as an employee of the State,
                                         and they shall not be entitled to receive any payments, compensation or other benefits
                                         related to the performance of this Agreement, or with respect to any instruction provided
                                         thereunder, or with respect to the termination of this Agreement in any way and for any
                                         kind of reason whatsoever, and nothing herein shall be interpreted as creating between
                                         the Ministry and the Entrepreneur or its employees or any other person acting on its
                                         behalf any kind of employee – employer relations.



 


		c.	The
                                         Entrepreneur shall be responsible to deduct all amounts, which are required to be made
                                         in accordance with the law out of the salary owed to its employees, and it alone shall
                                         be liable for the payment of all taxes, fees and other social benefit payments due, which
                                         are to be borne by employers in accordance with any existing laws.



 


		d.	All
                                         of the persons to be employed by the Entrepreneur in any kind of position shall be employed
                                         at its own account and it alone shall be responsible with respect to any claims that
                                         may arise with respect thereto.



 


		e.	The
                                         Entrepreneur undertakes to assure that the required safety majors and surrounding health
                                         protection majors concerning its employees are taken in accordance with all applicable
                                         laws, and in the event that no such laws exist, as shall be required by the labor inspector
                                         as such term is defined in the Labor Inspection (Organization) Law, 5714 - 1954.



 


		f.	The
                                         Entrepreneur shall be solely liable for all damage, loss or harm that may be caused for
                                         any reason whatsoever to itself, whether personal injury or to its property or of any
                                         other person acting on its behalf or personal injury or property of its employees or
                                         such employees acting on its behalf, or to the property of the Ministry or personal injury
                                         or property of any other person as a direct or indirect result arising with respect to
                                         this Agreement.



 






    	 



    	 



    

 


		g.	The
                                         Entrepreneur undertakes to indemnify the Ministry with respect to all damages or expense
                                         that may be caused to the Ministry, including as a result from a claim filed against
                                         the Ministry, which arise as a result of the negligent acts of the Entrepreneur or any
                                         person acting on its behalf, whether done by act or by omission, either directly or indirectly,
                                         resulting following the performance of this Agreement, immediately upon receiving such
                                         notice from the Ministry to that effect, provided that the Entrepreneur is provided the
                                         reasonable and fair possibility to defend itself against such claim provided by the Ministry.



 


		17.	Employees
                                         of the Entrepreneur



 


The
people employed by the Entrepreneur for the purpose of conduct of the Project which is the subject term of this Agreement shall
be considered by all means as the employees or representatives of the Entrepreneur only. In addition, it shall be the sole responsibility
of the Entrepreneur to make all payments that may be due with respect thereto concerning salary payments, including payment of
national fund fees, convalescence pay, overtime hour payments, tax on payments to compensation funds or pension funds, payments
related to sick leave or with respect to childbirth and all other payments that may be due on an employer in accordance with all
applicable laws or agreements, or in accordance with the requirements of an organization of work in which the employees engaged
by the Entrepreneur are members thereof.


 


		18.	Insurance



 


		a.	The
                                         Entrepreneur undertakes to indemnify the Ministry for all damage, payment or expense
                                         that me be imposed on it for any kind of reason whatsoever, including as a result of
                                         the filing of a claim against the Ministry, which is as a result of the negligence behavior
                                         of the Entrepreneur or any other person acting on its behalf, whether done by act or
                                         omission, either as a direct or indirect act done in accordance with the provisions of
                                         this Agreement, immediately upon receiving notice to such extent from the Ministry and
                                         provided that the Entrepreneur is given the reasonable and fair opportunity to defend
                                         itself against such demand made by the Ministry.



 


		b.	Without
                                         derogating from the liability of the Entrepreneur as set forth in this Agreement, the
                                         Entrepreneur undertakes that during the term of the Performance Period it shall insure
                                         its employees which are related to the performance of the Project with a work accident
                                         insurance policy in accordance with the provisions of all applicable laws and customs
                                         and in addition insure itself with the required insurance policies, including employers
                                         liability insurance, professional liability insurance and third party liability insurance
                                         against all claims for damages that it may incur as a result of the performance of this
                                         Agreement, during the entire period of engagement with limits of liability and reasonable
                                         scope of insurance amounts in accordance with the respective circumstances.



 


		c.	The
                                         Entrepreneur represents that it has acquired an insurance policy or policies as stated
                                         above. The Entrepreneur shall present the above stated insurance policies to the Ministry
                                         as a precondition for the execution of this Agreement.



 






    	 



    	 



    

 


Termination
of the Project prior to its Completion


 


		a.	In
                                         the event that either of the parties has come to the conclusion that the Project is not
                                         proceeding as expected, and that there exists reasonable reasons which require the cancellation
                                         of the Project, it shall be immediately required to provide written notice to such effect
                                         to the other party with detailed reasons. Immediately upon the delivery of such notice
                                         as detailed above, the Entrepreneur shall cease making any further expenses which are
                                         related to the Project.



 


		b.	In
                                         the event that the Entrepreneur had provided the Ministry with such notice as detailed
                                         in subsection (a) above, it shall immediately cease from making any further expenses
                                         related to the Project. The Ministry Representative shall review the above detailed notice
                                         provided by the Entrepreneur and shall provide his response and view on such mater. It
                                         shall be emphasized that, the final conclusion as to the cancellation of the Project
                                         shall lay solely with the Ministry.



 


		c.	In
                                         the event that the Ministry Representative shall confirm the termination of the Project,
                                         following a notice provided as stated in subsection (b) above, the Entrepreneur shall
                                         submit to the Ministry a final Scientific Report which summarizes the Project and the
                                         reasons for its cancellation, and in addition a final Financial Report, which shall reflect
                                         all of the expenses which have been spent up until such time of termination. These reports
                                         shall be provided to the Ministry within 30 days from the date of which the confirmation
                                         by the Ministry Representative is received with respect to the cancellation of the Project.
                                         These reports shall be reviewed by the Ministry, and after having received the approval
                                         of the person in charge over such reports, and if required the transfer of any amount
                                         due to the Entrepreneur, the Project shall be deemed as finally terminated.



 


		d.	Nothing
                                         in the above stated shall deteriorate from the rights granted to the Ministry in accordance
                                         with Section 15 to the Agreement.



 


		19.	Violation
                                         of the Terms of this Agreement



 


In
the event that the Entrepreneur had violated the terms of this Agreement, the Ministry shall be entitled, in addition to any other
right provided by law and in this Agreement, to view this Agreement as duly terminated, after having provided the Entrepreneur
a notice requesting such violation to be amended. In the event that such amendment has not been performed within seven business
days from the date on which such notice was provided or a different period as stated therein, the Ministry shall not be obligated
to make any payment whatsoever to the Entrepreneur, without derogating from the rights of the Ministry as set forth above in this
Agreement or by law.


 


		20.	Guarantee



 


		a.	For
                                         the assurance of performance of the undertakings of the Entrepreneur in accordance with
                                         this Agreement, the Entrepreneur hereby provides, along with the execution of this Agreement,
                                         an original and unconditional bank guarantee or guarantee of the insurance company made
                                         out on its name (to appear on such form) in the amount of NIS 31,250 (5%
                                         of the scope of the Investment). The guarantee shall be valid for a period of at least
                                         60 days following the termination period of this Agreement, and shall be linked to the
                                         consumer price index (hereinafter the: "Guarantee"). The supply of the
                                         Guarantee shall be a precondition for the coming into effect of this engagement.



 






    	 



    	 



    

 


		b.	In
                                         the event that the scope of the Investment shall be increased, the Guarantee shall be
                                         increased at the same relative amount. The Entrepreneur shall be responsible to extend
                                         the term of the Guarantee from time to time, in accordance with the extension of this
                                         Agreement. The extension of the Guarantee shall be made at least one month prior to the
                                         end of its term. In the event that the Entrepreneur fails to extend the period of the
                                         Guarantee or have it increased in accordance with the request of the Ministry, the Ministry
                                         shall be entitled to exercise the Guarantee without any further notice to the Entrepreneur,
                                         even in the event that the Entrepreneur had fulfilled its other undertakings.



 


		c.	In
                                         any event that in the view of the Ministry the Entrepreneur had violated and/or failed
                                         to fulfil a provision of this Agreement and/or did not amend any such fault following
                                         the request of the Ministry, and/or in event in which the Entrepreneur did not fulfil
                                         its undertakings and/or the Ministry had taken action in accordance with its rights to
                                         pay any amounts that were due by the Entrepreneur in accordance with this Agreement,
                                         the Ministry shall be entitled to exercise the Guarantee, in whole or in part.



 


		d.	The
                                         Guarantee shall be exercisable by the Ministry also for the purpose of receiving compensation
                                         due to the Ministry as a result of the breach of this Agreement by the Entrepreneur,
                                         or for the purpose of payment of any amount due to the Ministry from the Entrepreneur
                                         or any action taken not in good faith by the Entrepreneur.



 


		e.	The
                                         scope of the Guarantee shall not in any way be viewed as a limit or maximum amount for
                                         the obligations of the Entrepreneur. The wording of the Guarantee shall be in accordance
                                         with the guidelines published by the accountant general and it shall be executed by the
                                         authorized signatories on behalf of the bank. The Guarantee expenses shall be borne solely
                                         by the Entrepreneur.



 


		f.	In
                                         the event that the Ministry had exercised the Guarantee, and this Agreement had not been
                                         terminated or suspended, the Entrepreneur shall be required to provide a new guarantee
                                         at an identical scope and at its own expense.



 


General
Provisions


 


		21.	The
                                         Entrepreneur is not entitled to assign any of its rights or obligations in accordance
                                         with this Agreement, whether in whole or in part, unless first having received the prior
                                         written consent of the Ministry.



 


		22.	In
                                         the event that either of the parties shall not in a certain circumstance or series of
                                         circumstances exercise any of its rights granted in accordance with this Agreement, such
                                         action shall not be deemed as a waiver of such rights of the party, neither with respect
                                         to the specific instance nor with respect to future instances.



 


		23.	The
                                         budget section relating to this Agreement is 34.11.01.05



 


		24.	In
                                         this Agreement:



 


		a.	"Year"
                                         and "Month" – according to the Gregorian calendar.



 






    	 



    	 



    

 


		b.	All
                                         provisions in this Agreement in the singular form or plural form are likewise, and vis-a-versa,
                                         and all statements in masculine form or feminine form are identical, and vis-a-versa.



 


		25.	The
                                         address of the parties for the purpose of this Agreement are as follows:



 


The
Ministry: 234 Jaffa St., P.O. Box 36148, Jerusalem 91360.


The
Entrepreneur: 8 Ha'masger St., South Industrial Park, P.O. Box 236, Migdal Ha'emek 23100


 


Any
notice or advance notice with respect to any issue arising as a result of this Agreement, shall be delivered by registered mail
from one party to the other, and shall be deemed to have been received by the recipient within 96 hours as of the time on which
it was delivered, which includes such above notice or advance notice, and as long as not asserted otherwise.


 


		26.	The
                                         sole jurisdiction concerning any issue arising as of this Agreement, including any breach
                                         thereof shall be in Jerusalem.



 


And
in witness thereof the Parties have set their signature


in
such place and on such time as set forth above


 


	The
    Ministry	 	The
    Entrepreneur
	 /S/
Dr. Shlomo Vlad
	 	/S/
Dr. Fernando de la Vega

         

	Dr.
                                         Shlomo Vlad, The Chief Scientist

        Ministry
        of National Infrastructure
	 	Authorized
                                         Signatory

        on
        behalf of the Entrepreneur

	 	 	 
	 	 	Name
                                         and Title:

        Dr.
        Fernando De La Vega

        CEO

	 

        /S/
Dudu Biton 
	 	 
	Dudu
                                         Biton, Comptroller

        Ministry
        of National Infrastructure
	 	Authorized
                                         Signatory

        on
        behalf of the Entrepreneur

	 	 	 
	 	 	Name
    and Title:
	 

        
	 	 
	 	 	Entrepreneur
    Official Seal


 


Signature
Authentication:


 


I
the undersigned, Lee Gutman, lawyer / accountant / representative of the ministry, hereby confirm that messrs Dr. Fernando
De La Vega after confirming to me that they have read the Agreement, including its schedules, and have understood their contents,
have executed this Agreement before me.


 


	December
    12, 2011	 	/S/
    Lee Gutman
	Date	 	Signature
    & Seal


 


 


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