Exhibit
10.43


 





 


MASTER
SERVICES AGREEMENT


 


This
Master Services Agreement (“Agreement”) is made and entered into as of June 16, 2017 (the “Effective Date”),
by and between Albany Molecular Research, Inc., having its principal place of business at 26 Corporate Circle, Albany, New York 12203
(together with its Affiliates hereinafter collectively referred to as “AMRI”) and BioSight Ltd., a company incorporated under
the laws of Israel, having its principal place of business at 1 Hayarden St., Airport City, Lod 7019802, Israel (hereinafter “Customer”)
(AMRI and Customer hereinafter referred to as “the Parties”).


 


WHEREAS,
AMRI is engaged in the business of providing drug discovery, development and manufacturing services including synthetic and natural product
chemical research and analysis, bio-assay development and screening, chemistry and bioscience consulting, medicinal chemical synthesis,
computational chemistry services, parallel synthesis, manufacturing of specialty chemical products, process development, synthesis of
compounds in accordance with current Good Manufacturing Practices (“cGMP”), analytical method development, validation, and
release testing, stability studies, and related scientific services, (the “Services”);


 


WHEREAS,
Customer is engaged in the business of the discovery, development, manufacture and commercialization of pharmaceutical or other chemical
products, and proposes to retain AMRI for the specific purpose of providing chemical research, compound synthesis and analysis, manufacturing
of specialty chemical products and/or other related scientific Services which AMRI may offer.


 


NOW,
THEREFORE, for the mutual promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby further agree as follows:


 


	1.	AMRI Services.




 


A. AMRI
agrees to provide Customer with Services of a nature as described generally above, and specifically in the proposals/Work Orders attached
hereto. Such Work Orders will specify the scope of work to be undertaken, the conditions and timing under which work is to be completed,
the amount of and payment terms for Services, and/or delivery terms. Each Work Order shall be dated, numbered, reference this Agreement,
and shall be valid only upon signature of an authorized representative of each Party. Should any of the terms of any Work Order conflict
with the general terms and conditions of this Agreement, the terms and conditions of this Agreement shall govern, unless otherwise explicitly
stated in the Work Order. In the event any provision contained in this Agreement conflicts with any part of a purchase order provided
by Customer for Services under this Agreement, the provision set forth in this Agreement shall take precedence and AMRI hereby specifically
rejects any additional terms and/or conditions contained in any such purchase order.


 


B. AMRI
shall, as applicable to and designated in, any given Work Order;


 


i. Provide
technical consultation, technical assistance and product development assistance, as defined, for any Services entered into.


 


ii. Provide
to Customer Certificates of Analysis to include, as appropriate, parameters such as elemental analysis, optical rotation, HPLC analysis,
MS, TGA, moisture content by Karl Fischer titration, and NMR spectra on any compounds provided, and any additional parameters to support
development, manufacturing and specifications set forth in an applicable Work Order.


 




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iii.
Comply with all applicable current governmental regulatory requirements, including but not limited to those contained in the U.S.
Food, Drug and Cosmetic Act and the regulations promulgated pursuant thereto, all relevant U.S. environmental regulations, and
perform experiments using standard and accepted cGMPs as specified in International Conference on Harmonization (“ICH”)
guide Q7 “ICH Good Manufacturing Practice Guide for Active Pharmaceutical Ingredients,” as applied to the manufacture,
testing, and quality control of Active Pharmaceutical Ingredients (“API”); and any regulatory requirements of the EU to
the extent applicable.


 


iv. Provide
written research reports to Customer describing full experimental procedures, analyses, data and results conducted and obtained in the
performance of the Services (“Results”), in accordance with the procedures and timelines in the Work Order;


 


v. Retain
experimental records, laboratory notebooks or laboratory notebook pages containing Results for not less than seven (7) years. After this
time period, upon Customer’s written request and at Customer’s sole expense, AMRI shall provide to Customer: for non-cGMP
projects, copies of applicable specific laboratory notebooks, laboratory notebook pages or other documentation, as mutually agreed upon
in writing by the Parties, for retention in Customer’s archives; and for cGMP projects, copies of executed batch records, deviation
reports, investigation reports and analytical testing results of APIs or drug product or other documentation as mutually agreed upon
in writing by the Parties. At AMRI, all such records will be maintained in accordance with AMRI’s notebook policy, and in a secure
area reasonably protected from fire, theft and destruction.


 


vi. Conform
Deliverables (as defined in Section 6(B) of this Agreement) to the specifications of the Work Order and any material modifications
to the Work Order as may be mutually agreed by the Parties.


 


C. AMRI
will conform to its obligations identified herein and/or in the Work Order. Although no anticipated delays or limits in performing any
Services are expected, if such delays or limits are encountered, AMRI shall promptly notify Customer. The Parties acknowledge that circumstances
beyond the control of AMRI may affect the projected completion date. For the purpose of this Agreement, such circumstances include the
suppliers’ ability to meet AMRI’s requirements in the event that such inability is not reasonably foreseeable at the time
of execution of the Work Order. Customer agrees to use reasonable efforts to accommodate any reasonable change in timetables as a result
of such delays. In the case of a Work Order for research chemistry Services, or registration or validation batches of compounds, or other
Services involving experimental synthesis and/or scale-up of compounds (including all batches of product manufactured prior to the establishment
of a validated manufacturing process), Customer acknowledges that specific results are unable to be guaranteed, and until the process
is optimized and validated, there is no assurance that the results or the yield of the end product of a batch will be exactly as set
forth in the batch record or Work Order, nor be exactly according to the product specifications, and may require re-work or reprocessing.
With respect to such Services, Customer hereby acknowledges and agrees that so long as AMRI performs the Services in accordance with
the procedures set forth in the master batch record and the applicable Work Order, Customer is obligated to pay for the Services performed.


 




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D. Subject
to Section 1(C), Customer may reject a batch of product solely if such batch materially fails to conform to the agreed
specifications after the establishment of a validated manufacturing process. In such an event, Customer must notify AMRI in writing
of its rejection within 30 days of delivery of the batch records or thirty days from the notification of availability of quality
control samples for testing (if applicable), whichever is the later (“Notice Period”). The notice of rejection by
Customer shall specify reasons for rejection and be accompanied by analyses or other documentation evidencing such reasons for
rejection. Within thirty (30) days of receiving a notice of rejection, AMRI shall respond stating whether (i) it accepts the
rejection, or (ii) it disputes the rejection, in which case the Parties shall elevate such dispute to senior executives for good
faith negotiation as to whether the rejection is justified. If after good faith negotiation no mutual agreement is reached, the
Parties shall refer such dispute to a mutually acceptable independent third party laboratory as an arbitrator with the appropriate
expertise to assess the conformity or non-conformity of the rejected product to specifications at the time of Delivery. To supply
data to such arbitrator, each Party will submit a sample of the product (in the case of AMRI a retained sample will be submitted),
to a single independent qualified laboratory, mutually agreed upon by the Parties, for analysis and a determination whether, at the
time of Delivery, the product complied with the specifications. Resulting data and analysis shall be provided to the arbitrator and
to each Party. Both Parties shall be bound by the results of the independent arbitrator’s review, the cost of which will be
borne by the Party against whom the arbitrator rules. If such arbitrator determines that Customer’s rejection of product was
incorrect, Customer shall purchase and pay for both the initially rejected product and any replacement product produced at
Customer’s request. In the event that arbitrator rules that Customer rightfully rejected a batch of product, Customer shall
have, in its sole discretion, the right to either replace as soon as possible the rejected portion of the batch, to re-work the
product to specifications or to refund a pro rata portion of the amount paid by Customer with respect to such batch based on the
percentage of such batch that is unusable. Notwithstanding any other provision of the Agreement, the remedy under the foregoing
sentence shall be Customer’s sole and exclusive remedy for failure of product to meet the requirements as set forth herein
(provided however, that such limitation shall not derogate from Customer’s right to seek any applicable remedy in the event of
a third party claim against the Customer in connection with the foregoing).


 


	2.	Specific Obligations of Customer.




 


If
applicable, Customer shall, as shall be explicitly stated in any given Work Order: (i) provide assistance to AMRI such as is deemed
appropriate; (ii) provide Customer Materials (as defined herein) as necessary for AMRI to provide the Services; and (iii) comply
with the payment terms of this Agreement and each Work Order.


 


	3.	Confidential Information.




 


A. With
respect to any and all information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving
Party”) and indicated as or marked as confidential at the time of disclosure, including oral information, which may include but
not be limited to chemical synthesis or process data, proprietary chemicals, research reports, preclinical and clinical data and program
results or any other information or data acquired or generated by the Disclosing Party as a result of this Agreement or from performance
of the Services to be rendered hereunder (collectively “Confidential Information”), Receiving Party agrees that it will not,
and will not permit any of its employees, consultants or representatives to: use said information other than for the purposes permitted
under this Agreement; disclose any of said information to a third Party except as required for the purposes of this Agreement; or publish
or submit for publication Confidential Information without Disclosing Party’s prior written approval.


 


B. The
Receiving Party’s obligations with regard to Confidential Information shall continue for a period of ten (10) years from the termination
of this Agreement.


 




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C. The
foregoing obligations shall not apply to the following:


 


i.
information which is or lawfully becomes generally available to the public through no fault of Receiving Party. Provided that no
combination or compilation of information will be deemed to be excluded form Confidential Information status, even if some or all of
its component parts are generally available to the public, unless the combination or compilation itself is generally available to
the public;


 


ii. information
which is lawfully acquired by Receiving Party from third Parties who have a right to disclose the information;


 


iii. information
which is developed by Receiving Party independently and without use of Disclosing Party’s Confidential Information; and


 


iv. information
that Receiving Party is legally required to disclose at the request of a legal or governmental agency or entity.


 


D. Confidential
Information shall remain the property of Disclosing Party. Upon the written request of Disclosing Party, all tangible Confidential Information,
including all copies thereof, shall be promptly destroyed or delivered to Disclosing Party, except that the Receiving Party may retain
one (1) copy of the Confidential Information to ensure compliance hereunder.


 


E. Notwithstanding
the provisions of Section 13 below, since a breach by Receiving Party of any of the confidentiality obligations set forth herein may
result in irreparable and continuing damage to the Disclosing Party for which there may be no adequate remedy at law, Disclosing Party
shall be entitled to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper in any competent
court worldwide.


 


Terms
of the Agreement. Neither Party shall disclose to any third party or to the public generally the terms or the existence of this Agreement
without prior written consent of the other Party; provided that either Party may disclose such terms if required pursuant to applicable
securities or other laws, rules and regulations and as part of a due diligence inquiry to an actual or potential investor provided that
such recipient is subject to customary, written confidentiality obligations no less stringent than the confidentiality obligations imposed
hereunder.


 


	4.	Term and Termination.




 


A. This
Agreement shall terminate the later of: (i) three (3) years from the Effective Date (“Term”); or (ii) the date on which all
Work Orders commenced prior to the third anniversary of the Effective Date are completed, unless earlier terminated by either Party in
accordance with the provisions of this Section, or extended by mutual written agreement.


 


B. Sections
3B, 4, 5, 6, 8, 9, 10, 12, 13 and 15 hereof, shall survive the expiration or termination of this Agreement.


 


C. This
Agreement may be terminated prior to the expiration of the Term only under the following conditions:


 


i. By
Customer, if AMRI materially breaches any of the covenants and agreements under this Agreement, upon written notice to AMRI and if AMRI
fails to cure such breach within thirty (30) days after written notice of such breach to AMRI.


 




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ii. By
AMRI, if Customer materially breaches any of the covenants and agreements under this Agreement, including but not limited to its payment
obligations hereunder, upon written notice to Customer and if Customer fails to cure such breach within thirty (30) days after written
notice of such breach to Customer.


 


iii. Either
Party may immediately terminate this Agreement or any Work Order by a written notice in the event that the other Party: (a) becomes insolvent
or shall make or seek to make an arrangement with, or an assignment for the benefit of, creditors; (b) proceedings in voluntary or involuntary
bankruptcy shall be instituted by, on behalf of, or against the other Party; or (c) a receiver or trustee of the property of the other
Party shall be appointed. In such instances, if AMRI is the terminating Party then AMRI shall not be obligated to complete any work in
progress.


 


D. Effect
of Termination: In the event of any termination or expiration of this Agreement, AMRI shall be entitled to payment for (a) Deliverables
previously delivered to Customer, (b) completed or in process Services or Deliverables not yet delivered, and (c) any actual costs and
non-cancellable costs incurred by AMRI and are previously set forth in the applicable Work Order.


 


	5.	Communications and Payments.




 


A. Communications:
All notices, requests, demands, waivers and other communications required or


permitted
to be given under this Agreement shall be in writing and may be given in the following methods:


personal
delivery, registered or certified mail, postage prepaid, return receipt requested, or courier service with delivery confirmation. Notices
shall be sent to the appropriate Party at its address given below (or at such other address for such Party as shall be specified by notice
given hereunder):


 


	To
    AMRI:	Legal
    Department
	 	Albany
    Molecular Research, Inc.
	 	26
    Corporate Circle
	 	 
	To
    Customer:	Albany,
    New York 12203
	 	1
    Hayarden St.,
	 	Airport
    City, Lod 7019802,
	 	 
	With
    a copy to:	Israel.
	 	Attn:
    Yuval Horn, Adv.
	 	Amot
    Investments Tower
	 	2
    Weizmann St., 24th Floor
	 	Tel-Aviv
    6423902,
	 	Israel.


 


B. Payments:
In consideration of the performance of Services by AMRI, Customer shall pay AMRI the fees for such Services as set forth in the corresponding
Work Order. For all payments due in connection with this Agreement, Customer agrees to submit payment to AMRI no later than thirty (35)
days after receipt of the invoice. Any and all taxes, duties or fees applicable to the sale, export or imports of materials or Deliverables
or related to the performance of Services (other than taxes based upon AMRI’s income) shall be borne solely by Customer.


 




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C. Delivery:
Any tangible Deliverable required to be delivered to Customer under a Work Order shall be shipped FCA AMRI Facilities (INCOTERMS 2010),
unless agreed otherwise pursuant to any given Work Order. All shipping costs shall be the responsibility of Customer, Title to and risk
of loss of any Deliverable shall transfer to Customer, at the earlier of: i) delivery of material; or ii) delivery of a Certificate of
Analysis (or other tangible quality deliverable). If Customer does not take delivery of a Deliverable in accordance with the delivery
timelines set forth in any given Work Order or purchase order, AMRI shall store the Deliverable at its facilities in accordance with
industry standards and or an appropriate third-party storage location in accordance with industry standards at a monthly storage charge
to Customer for the duration of storage, billed at AMRI’s (or third-party’s as applicable) then current standard storage
monthly fees and minimums, pro-rated for any partial month. In such event, title and risk of loss to the Deliverable shall transfer to
Customer upon the earlier of transfer to storage or delivery of the Certificate of Analysis or other applicable documentation.


 


	6.	Ownership of Intellectual Property.




 


Customer
Materials. All materials, documents, information, programs, research reports, results, syntheses and suggestions of any kind and
description supplied by or on behalf of Customer to AMRI in connection with the performance of Services (“Customer Materials”)
shall be the sole and exclusive property of Customer. Title to and risk of loss of Customer Materials shall remain with Customer at all
times, and AMRI shall have no rights therein except as necessary to perform the Services; provided that AMRI will be liable to Customer
for the cost of any lost or destroyed Customer Materials to the extent such loss or destruction results while under AMRI’s control
and/or from AMRI’s negligence.


 


A. Deliverables.
Any and all Results, compounds, materials, reports, data, Certificates of Analysis, or other deliverables generated by AMRI in the direct
performance of the Services, including any ideas, inventions, discoveries, techniques, methods, processes, or know-how, whether patentable
or not that are developed by AMRI directly from the Customer Materials or in connection therewith, shall be deemed “Deliverables”
subject to the exceptions for Proprietary Technology (as defined herein). All such Deliverables shall be the sole and exclusive property
of Customer, provided Customer fulfills its undisputed obligations under Sections 2 and 5. AMRI agrees to assign or cause to be
assigned all rights in Deliverables to Customer. AMRI and its employees agree to cooperate with Customer in taking all reasonable steps
which Customer believes necessary or desirable to secure its rights on this property, at the sole expense of Customer.


 


C. Proprietary
Technology. Customer acknowledges that AMRI is in the business of providing services for a variety of organizations other than Customer.
Accordingly nothing in this Agreement shall preclude or limit AMRI from providing similar services or developing materials for itself
or other customers, or from utilizing the general knowledge gained during the course of its performance hereunder or using AMRI property
to perform similar services for other parties, provided that such provision of services or development of materials does not constitute
a breach of confidentiality under Section 3 herein. All AMRI intellectual property, know-how, ideas, inventions, discoveries,
concepts, scientific methods, computational and combinatorial techniques, biocatalysis technology, natural product libraries, and other
AMRI technology and processes used or improved in the course of performing the Services which are general capabilities and do not specifically
utilize the Deliverables, the Confidential Information of the Customer or Customer Materials(collectively, “Proprietary
Technology”) shall remain the exclusive property of AMRI, whether or not provided to Customer in the course of providing Deliverables.
Notwithstanding anything express or implied to the contrary in this Agreement, the exclusive right and title to Proprietary Technology
shall lie with AMRI. To the extent any Proprietary Technology is incorporated in the Deliverables AMRI hereby grants the Customer
a worldwide, non-exclusive, perpetual, irrevocable, paid up, royalty-free, transferable, fully sub-licensable right and license to the
Proprietary Technology solely to the extent necessary to use the Deliverable.


 




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D. No
Implied Rights. Except as otherwise expressly provided herein, neither Party shall have any right, title or interest to or in any
patents, patent applications, trade secrets, know-how (whether patentable or unpatentable) or other intellectual property rights of the
other Party.


 


	7.	Independent Contractors.




 


A. The
Parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create
an agency, partnership or joint venture between the Parties. Further, nothing in this Agreement shall be interpreted or construed as
creating or establishing the relationship of employer and employee between the Parties or between a Party and any employee or agent of
the other Party. Neither Party shall at any time represent its relationship with the other Party as anything other than that of an independent
contractor.


 


B. Neither
Party, nor its employees, agents or subcontractors shall be (i) deemed employees of the other Party, nor (ii) entitled to participate
in or receive any benefit or right as an employee of the other Party.


 


C. Each
Party shall pay and report all federal and state income tax withholding, Social Security taxes and unemployment insurance applicable
to such Party’s employees.


 


	8.	Representations and Warranties; Limitations of Liability.




 


A. Representations
and Warranties. Each Party represents and warrants to the other Party that: (i) such Party has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement does not conflict with its duties and obligations
under any other agreement to which it is a party; and (iii) this Agreement has been duly executed and delivered by such Party and constitutes
a valid and legally binding obligation of such Party, enforceable in accordance with its terms.


 


B. AMRI
warrants that any Proprietary Technology used in the performance of the Services will not


infringe
a third party’s intellectual property rights or use third party’s confidential information.


 


C. AMRI
hereby warrants that it has the requisite expertise, skill, know-how, experience, personnel, facilities and equipment required in order
to perform the Services (including handling with applicable hazardous materials), and shall do so in a professional, efficient and timely
manner and in accordance with this Agreement and with the applicable cGMP.


 


D. In
performing Services under this Agreement AMRI warrants that it will comply with all applicable laws, rules, regulations, and guidelines
including cGMP. AMRI warrants that has all permits, licenses, authorizations, approvals, certificates and any similar authority necessary
for the provision of the Services in accordance with the terms hereof (the “Permits”). All Permits are, and shall remain
throughout the term of this Agreement, valid and in full force and effect.


 


E. AMRI
hereby warrants that the Services and the Deliverables shall: (a) conform to the quality, quantity or requirements as set forth in the
Agreement, the specifications provided by Customer to AMRI, the cGMP and the industry standards, and (b) be free from defects in material
and workmanship in each case at the time of Delivery.


 




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F. Disclaimer
of Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED,
REGARDING THE MATERIALS, SERVICES OR ANY DELIVERABLE, INCLUDING WITHOUT LIMITATION ANY WARRANTY REGARDING FITNESS FOR A PARTICULAR PURPOSE,
QUALITY, MERCHANTABILITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.


 


G. Limitations
on Liability.


 


a. IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR LOST PROFITS OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE OR INDIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY BREACH OF A WARRANTY CONTAINED
HEREIN OR OF ANY OBLIGATION TO PERFORM SERVICES OR TO PROVIDE ANY DELIVERABLE BY A SPECIFIED TIME. NOTHING HEREIN SHALL LIMIT EITHER
PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT.


 


b. AMRI’S
AGGREGATE LIABILITY UNDER THIS AGREEMENT (WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR ANY OTHER LEGAL THEORY)
SHALL NOT EXCEED THE AMOUNT EQUAL TO 2 TIMES THE TOTAL AMOUNT OF FEES PAID (OR DUE) BY CUSTOMER FOR THE SERVICES UNDER THE APPLICABLE
WORK ORDER UNDER WHICH ANY SUCH CLAIM ARISES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. THE FOREGOING LIMITATION OF LIABILITY SET FORTH IN SUBSECTION “a” AND “b” SHALL NOT APPLY IN THE EVENT
OF BREACH OF SECTION 3 ABOVE (“CONFIDENTIAL INFORMATION”) BY EITHER PARTY, BREACH OF SECTION 6 BY EITHER PARTY, CLAIMS, DAMAGES,
LIABILITIES, LOSSES, COSTS AND EXPENSES INCURRED AS A RESULT OF DEATH OR PERSONAL INJURY OR IN THE EVENT OF WILLFUL MISCONDUCT BY EITHER
PARTY.


 


	9.	Indemnification.




 


A. Without
derogating from and subject to the provisions of Section 8Ga above Customer shall indemnify and hold AMRI, its Affiliates and their directors,
officers, employees and agents (“AMRI Indemnitee”) harmless from and against any and all claims, damages, liabilities, losses,
costs and expenses (including but not limited to reasonable attorneys’ fees) directly resulting from a third party claim or action
(collectively, “Claims”) arising from or related to: (i) Customer’s or a third party’s use or sale of the Deliverables,
or Customer’s or a third party’s manufacture, use or sale of any product or service incorporating the Deliverables, including
without limitation any Claims attributable to any product incorporating Deliverables or other Customer product (whether based on strict
liability, inherent design defect, negligence, failure to warn, breach of contracts or any other theory of liability); (ii) any Claims
that any Deliverable or Customer Materials infringe a third Party’s patent or other intellectual property rights; or (iii) any
gross negligence or willful misconduct of Customer or any of its directors, officers, employees, or agents (“Customer Indemnitee”);
except to the extent that such Claim is caused by the gross negligence, or willful misconduct of AMRI Indemnitees.


 




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B. AMRI
shall indemnify and hold Customer, its Affiliates and their directors, officers, employees and agents (“Customer Indemnitees”)
harmless from and against any and all Claims to the extent arising from (i) any gross negligence or willful misconduct of AMRI Indemnitees
or (ii) AMRI’s breach of its warranties under Section 8 of this Agreement; except to the extent that such a Claim is caused by
the gross negligence or willful misconduct of Customer Indemnitees.


 


C. Indemnification
Procedures. Any Party seeking indemnity hereunder shall: (i) give prompt written notice to the other Party (the “Indemnifying
Party”) of any Claim for which indemnification is sought; (ii) permit the Indemnifying Party to assume full responsibility to investigate,
prepare for and defend against the Claim; (iii) reasonably assist the Indemnifying Party, at the Indemnifying Party’s reasonable
expense in the investigation of, preparation for and defense of such Claim; and (iv) not compromise or settle such Claim without the
Indemnifying Party’s prior written consent.


 


D. Responses
to Subpoenas etc. In the event a subpoena or other court order requiring personal appearance or production of documents
is received by AMRI in respect of litigation that Customer is involved in, Customer agrees that AMRI shall obtain its own counsel
and Customer agrees to indemnify AMRI for all of AMRI’s reasonable costs (including reasonable legal fees) reasonably relating
to responding to such subpoena, any required internal investigations and all related
legal proceedings.


 


	10.	Insurance.




 


Biosight
shall maintain Clinical Trial insurance in accordance with the local terms and regulations where the Clinical trial going to be conduct.
Biosight shall provide AMRI with Insurance certificate upon written request.


 


AMRI
shall maintain appropriate product liability and commercial general liability insurance with respect to its obligations under this Agreement.
The product liability insurance limits will be not less than $5,000,000 per claim and in the annual aggregate . AMRI shall provide Biosight
with insurance certificates upon written request.


 


	11.	Force Majeure.




 


Neither
Customer nor AMRI shall be liable for delays in performing or any failure to perform any obligations under this Agreement (other than
Customer’s payment obligations hereunder) if caused by the effects of fire, strike, war (declared or undeclared), insurrection,
government restriction or prohibition, strike, force majeure or other causes reasonably beyond its control and without its fault, but
the Party failing to perform shall use all reasonable efforts to resume performance of its obligations under this Agreement as soon as
commercially practicable. Any episode of force majeure which continues for sixty (60) days from the date of notification of its existence
shall give the non-affected Party the right to terminate this Agreement upon thirty (30) days additional notice. In the event the affected
Party is Customer, any such termination by AMRI shall not relieve Customer of any of its payment obligations under this Agreement.


 




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	12.	Assignment.




 


This
Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Neither Party may
transfer or assign, by operation of law or otherwise, its rights or obligations under this Agreement, in whole or in part, without the
other Party’s prior written consent, except that either Party may do so without prior consent to any Affiliate or to a successor
of all or substantially all of the assets of the Party relating to the subject matter hereof, whether by purchase, acquisition or merger,
but must give the other Party written notice of such assignment or transfer within thirty (30) days following the assignment or transfer.
For the purposes of this Agreement the term “Affiliate” shall mean: any corporation, partnership, joint venture or other
business arrangement which is controlled by, controlling or under common control with such Party and shall include without limitation
any direct or indirect beneficial ownership of fifty percent (50%) or more of the voting stock or participating profit interest of such
corporation or other business entity.


 


	13.	Dispute Resolution.




 


A. Choice
of Law. The laws of England govern and control this Agreement and any disputes arising out of or relating to it, without regard to the
principles of conflicts of laws. Any and all claims and disputes arising out of or related to this Agreement shall be submitted to arbitration
in London, England under the rules then prevailing of the ICC and judgment may be entered on any award in a court of competent jurisdiction.


 


B. The
Parties shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement by negotiation between
executives who have authority to settle the dispute, prior to resorting to litigation.


 


	14.	Debarment.




 


The
Parties each warrant that they have not knowingly, and shall not knowingly employ, contract with or retain any person directly or indirectly
to perform services under this Agreement if such a person is debarred by the FDA under 21 U.S.C. 335(a) (Section 306, Federal Food, Drug
and Cosmetic Act) or is under investigation by the FDA for debarment. In addition, the Parties represent that they have not engaged in
any conduct or activity which could lead to debarment actions. In the event that either Party becomes aware of or receives notice that
any person employed or retained by said Party involved in the Services, (i) comes under investigation by the FDA for a debarment action,
(ii) is debarred, or (iii) engages in any conduct or activity that could lead to a debarment action, said Party shall promptly notify
the other Party.


 


	15.	Miscellaneous.




 


A. AMRI
will permit Customer to audit AMRI’s relevant non-financial records during and for a period of twelve (12) months after the term
of this Agreement with reasonable advance prior notice, during normal business hours, and not more than once per calendar year solely
to permit Customer to confirm that the Services are or have been performed in compliance with applicable laws and regulations.


 


B. If
any term or provision of this Agreement or the application thereof shall be invalid or unenforceable, the remainder of this Agreement
shall be unaffected and each remaining term or provision of this Agreement shall be valid and be enforceable to the fullest extent permitted
by law.


 


C. Waiver
by either Party or the failure by either Party to claim a breach of any provision of this Agreement shall not be deemed to constitute
a waiver or estoppel with respect to any subsequent breach of any provision hereof.


 




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	16.	Entire Agreement.




 


A. This
Agreement and any Work Orders attached hereto represent the entire agreement between the Parties with respect to the subject matter hereof
and supersedes all prior understandings and agreements with respect thereto including without limitations the Terms & Conditions
documents executed by the parties on March 2017.


 


B. No
change or modification of the provisions of this Agreement shall be effective unless it is in writing and signed by a duly authorized
officer of AMRI and Customer.


 


	17.	Counterpart.




 


This
Agreement may be executed in two or more counterparts, by facsimile or Portable Document Format (PDF), each of which shall be deemed
an original, but all of which, taken together, shall constitute one and the same legal instrument.





 



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IN
WITNESS WHEREOF, the Parties intending to be legally bound have caused this Agreement to be executed by their duly authorized representatives.


 





	ALBANY MOLECULAR RESEARCH, INC.	 	Biosight Pharma
	 	 	 	 	 
	By:	/s/
    Lori Henderson	 	By:	/s/
    Dr. Ruth Ben-Yakar
	Name:	Lori
    Henderson 	 	Name:	Dr.
    Ruth Ben-Yakar
	Title:	SVP,
    General Counsel, Head of Business Development 	 	Title:	CEO
	Date:	June
    16, 2017	 	Date:	June
    21, 2017


 


Annex:
Work Order


 




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