Exhibit
10.42


 


AMENDMENT
#1

TO THE

MASTER AGREEMENT FOR CLINICAL TRIALS MANAGEMENT SERVICES


 


This
Amendment #1 (“Amendment”), effective as of the 20th day of November, 2020, (the “Amendment Effective Date”),
by and between Pharmaceutical Research Associates, Inc., together with its Affiliates, with offices at 4130 ParkLake Avenue, Suite
400, Raleigh, NC 27612, USA (hereinafter referred to as “PRA”) and Biosight Ltd., with offices at 1 Hayarden St.,
Airport City, P.O.B 1083 Lod 7019802, Israel (hereinafter referred to as “Sponsor”), both hereinafter referred as “Parties”.


 


W
I T N E S S E T H:


 


WHEREAS,
under the terms of a certain Master Agreement for Clinical Trials Management Services, entered into on May 3, 2018 and effective
as of November 20, 2017, (hereinafter the “Agreement”) by and between the Parties, Sponsor agreed to retain PRA and PRA agreed
to be retained by Sponsor, to perform the Services as more particularly described in the Agreement; and


 


WHEREAS,
the Parties hereto have entered into certain additional agreements with respect to modification of the Agreement, and which they desire
to memorialize in this Amendment.


 


NOW
THEREFORE, in consideration of the premises and of the following mutual promises, covenants and conditions set forth herein, the
Parties hereto agree as follows:


 


1.
Section 4.1 of the Agreement is hereby amended to read in its entirety as follows:


 





	“4.1	Term









 


Unless
earlier terminated, this Agreement will commence on the Effective Date, and shall continue until November 20, 2021. In the event of an
expiration or termination of this Agreement, any outstanding Task Order will continue until completion of the Services described in such
Task Order or appropriate termination of the Task Order.”


 





	2.	Miscellaneous



 








	 	a.
  	Full
  Force and Effect. Except as expressly amended by this Amendment, the Agreement shall continue in full force and effect as provided
  therein.
	 	 	 
	 	b.	Entire
  Agreement of the Parties. This Amendment and the Agreement, constitutes the complete, final, and exclusive understanding and agreement
  of the Parties hereto, and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether
  oral or written, between the Parties respecting the subject matter hereof.
	 	 	 
	 	c.	Counterparts.
  This Amendment may be executed in separate counterparts, each of which when so executed and delivered shall be a legally-binding
  original and all such counterparts shall together constitute one and the same instrument, binding on all Parties, notwithstanding that
  each of the Parties may have signed different counterparts. The Parties agree that delivery of an executed counterpart signature hereof
  by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to
  preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document
  bearing the original signature.



 







    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed this Amendment by their authorized representatives as of the first date set forth above.


 


ACCEPTED
AND AGREED:


 


	Biosight
    Ltd.	 	Pharmaceutical
    Research Associates, Inc.
	 	 	 
	By:	/s/
    Ruth Ben Yakar	 	By:	/s/
    Wolfgang Michael
	 	Signature	 	 	Signature
	 	 	 	 	 
	Name:	Ruth
    Ben Yakar	 	Name:	Wolfgang
    Michael
	 	Please
    Print Name	 	 	Please
    Print Name
	 	 	 	 	 
	Title:	CEO
    __________________________	 	Title:	VP
    Operations Finance _____________
	 	 	 	 	 
	Date:	July
    22, 2021 ___________________	 	Date:	July
    22, 2021 ________________