Orgenesis Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





RESEARCH SERVICES AGREEMENT

This Research Services Agreement (the "Agreement") is
entered into as of this 22nd day of March, 2012 (the "Effective
Date") by and between Tel Hashomer - Medical Research, Infrastructure and
Services Ltd. ("THM") and Orgenesis Ltd. (the "Company"). 

     WHEREAS, the Parties have entered
into a license agreement dated February 2nd 2012 (the "License
Agreement"); and 

     WHEREAS, the Company wishes that
THM perform a study ("Study") at the facilities and using the equipment
and personnel of the Chaim Sheba Medical Center (the "Hospital") and the
Fund, in accordance with and as fully described in the Research Program (as
defined in Appendix A), under the direct supervision of Prof. Sarah Ferber (I.D.
No. 67278234) ("Prof. Ferber"); and

     WHEREAS, THM agrees to conduct
the Study pursuant to the Research Program (as defined below), under the direct
supervision of Prof. Ferber and in accordance with the terms and conditions set
forth hereunder; and

WHEREAS, THM is authorized to use certain facilities,
equipment, for the conduct of the Study as aforesaid under the supervision of
Prof. Ferber, all in accordance with the terms and conditions of this Agreement.
NOW THERFORE the parties hereto hereby agree as follows:

	1. 	
      Performance of Work:

		1.1. 	
      Services. THM shall conduct the Study, through the
      services of Medical Research Infrastructure Development and Health
      Services Fund by the Sheba Medical Center (the "Fund")
      pursuant to the Research Program under the direct supervision of Prof.
      Ferber, an employee of Hospital and/or Fund. Prof. Ferber shall conduct
      and supervise the Study, with the assistance of the employees, researchers
      and/or associates of the Hospital and/or the Fund, who will be assigned by
      the Fund, for the performance of the Study (the “Study
      Personnel”).

	 	 	 
		1.2. 	
      Successor Investigator. In the event Prof. Ferber
      shall be unable to conduct or complete the Study, THM shall use its best
      efforts to appoint, a successor investigator whose identity shall be
      approved in advance by the Company ("Successor Investigator"). In
      the event that the parties are unable to agree as to the identity of the
      Successor Investigator, the Company shall have the right to terminate the
      Study, without further liability to either party, provided however that
      the Company has paid all payment due hereunder before such early
      termination pro rata for the work accomplished and for any non cancelable
      expenses incurred by THM before the date of such early
  termination.

	 	 	 
		1.3. 	
      Study Personnel. THM shall ensure that all Study
      Personnel shall: (i) have the appropriate experience and qualifications to
      participate in and perform the Study pursuant to the Research Program; and
      (ii) comply with the terms and conditions set forth in this
    Agreement.

	 	 	 
		1.4. 	
      Compliance. The parties agree that the Study shall
      be performed pursuant to the laws, regulations and guidelines as
      applicable in Israel with respect to clinical researches in human
      subjects, to the extent that such are binding on the Company or the
      performance of the Study.








	2. 	
      Consideration. The Company shall pay THM, an
      amount of NIS 279,000 New Israeli Shekel + VAT towards the performance of
      the Study (the "Reimbursement"). The Reimbursement shall be paid
      according to the time table specified in Research Program. Without
      derogating from the above and notwithstanding anything to the contrary in
      the time table specified in the Research Program (Appendix A), the Company
      shall pay THM, within seven (7) days from the date of execution of this
      agreement, a non-refundable advance payment of NIS 30,000 (thirty thousand
      New Israeli Shekels) ( (the "Advance Payment"). For the avoidance
      of doubt, it is agreed that in no event, including but not limited to
      termination and/or cancellation of the Study, THM shall be obligated to
      refund the Advance Payment.

	 	 
		
      For the avoidance of doubt and without derogating from
      any provisions of the License Agreement, the aforesaid Consideration
      constitutes full and complete consideration for the performance of the
      Study as set forth herein, and Company shall not be obligated to pay any
      other amounts to Prof. Ferber, Hospital or Fund for the performance of the
      Study, unless as set forth herein.



Confidentiality. Any information relating to this
Agreement, the Study and/or Research Program and any information made available
by either party to the other in connection herewith is and shall be deemed
"Confidential Information" of such Party subject to the provisions of Section 4
of the License Agreement. For the removal of doubt, the "Confidential
Information" shall include but not be limited to: all information, data and
results, products, know how, process, discoveries, whether verbal, written or
electronic, obtained and/or generated by a Party in connection with this
Agreement.

	3. 	
      Title and Ownership. Without derogating from any
      of the provisions set forth in Section 3.4 of the License Agreement,
      ownership of all rights, title and interest in and to the Study results,
      shall be jointly owned by Company and THM, in proportion to the respective
      parties contribution to such Study results, in trust for the Fund and the
      Hospital, and shall constitute part of the Licensed Information (as such
      term is defined in the License Agreement), under the terms of the License
      Agreement. For the removal of doubt, all provisions of the License
      Agreement which apply to the Licensed Information shall apply to the
      Study's results.

	 	 
	4. 	
      Representations and Warranties. THM hereby
      represents and warrants that: (i) the Fund has the requisite expertise,
      skills, know-how, personnel, facilities and equipment required in order to
      perform the Study under the Research Program in a professional, efficient
      and timely manner; (ii) it has full right and authority to enter into this
      Agreement under the applicable law, and under its internal rules and
      regulations and that, where and whenever required, it has or shall secure
      in a timely manner, any and all necessary notifications and/or approvals,
      administrative or governmental; (iii) there are no outstanding obligations
      or agreements which are inconsistent or in conflict with the execution or
      performance of the activities described in this Agreement; and

	 	 
	5. 	
      No Warranty of Results. For the removal of doubt
      it is hereby clarified that nothing specified in the Agreement shall be
      construed as a warranty by THM that the Study's results shall: (i) be
      useful in any manner, (ii) be commercially exploitable, (iii) be
      patentable and/or (iv) not infringe any third party's rights .

	 	 
	6. 	
      Publications. In the event that THM, Hospital,
      Fund, Prof. Ferber, or Study Personnel wish to publish material with
      respect to the Study or its results, such publication shall be subject to
      the provisions of Section 11 of the License
Agreement.








	7. 	
      Term and Termination

		7.1. 	
      This Agreement shall come into force as of the Effective
      Date, and shall continue in effect until the earlier of the following: (i)
      Company terminates the Agreement, at its sole discretion, subject to a
      ninty (90) days prior written notice thereof (“Notice Period”); or
      (i) completion of the Study in accordance with the Research Program or
      (ii) in the event that either party breaches any provision hereof,
      provided that the breaching party fails to remedy such breach within
      thirty (30) days from receipt of written notice thereof from the
      non-breaching party.

	 	 	 
		7.2. 	
      Notwithstanding anything to the contrary in this
      Agreement, the following sections shall survive any expiration or
      termination of this Agreement: 3 (Confidentiality), 4 (Title &
      Ownership), 5 (Representations & Warranties), , 6 (No Warranty of
      Results) 7 (Publications), 8 (Term & Termination), and 9
      (Miscellaneous).

	 	 	 
	8. 	
      Miscellaneous. (i) THM shall be deemed an
      independent contractor for all purposes. THM, or Hospital, or Fund, or the
      Study Personnel shall not be considered an agent, employee,
      representative, or a party to a joint venture of Company for any purpose;
      (ii) this Agreement constitutes the entire understanding between the
      parties hereto with respect to conduct of the Study at the Hospital's
      facilities. No amendments, changes, extensions or modifications to this
      Agreement shall be valid and binding except if evidenced by a written
      instrument signed by the parties hereto; (iii) THM may not assign any of
      his duties, responsibilities, and/or obligations under this Agreement to
      any third party unless first obtaining Company’s explicit written consent,
      save for as specified under clause 1.2 above (performance of the Study by
      the Fund); (iv) each party shall bear its own costs and expenses incurred
      in rendering performance of its respective obligations under this
      Agreement; (v) except as explicitly permitted in this Agreement, THM may
      not incur any liability on Company’s behalf nor bind Company to any
      contractual or payment obligation without the prior written consent of
      Company; (vi) all notices, demands, requests, submissions, reports or any
      other communications permitted or required pursuant to this Agreement
      shall be furnished to the parties at the addresses first indicated in the
      preamble to this Agreement and shall be deemed to have been validly
      effected if sent by registered mail to each of the parties at such
      address. Either party may, by notice to the other, change its address;
      (vii) this Agreement shall be construed and interpreted under and in
      accordance with the laws of the state of Israel, excluding its conflicts
      of law rules. All disputes arising in connection with this Agreement shall
      be solely and exclusively brought before the competent courts in Tel-Aviv,
      Israel.



IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized representatives as of the date first
written above.

	/s/ Jacob BenArie
    	 	/s/
      Prof. Shlomo Noy 
	Orgenesis Ltd. 	 	Tel Hashomer – Medical Research 
	  	 	Infrastructure and Services Ltd. 
	By: Jacob BenArie 	 	By: 
	Title: CEO 	 	Title: 


I, the undersigned, Prof. Sarah Ferber, hereby declare and
confirm that I read and understood the foregoing, I agree to the provisions of
this Agreement, I agree to be appointed as the Principal Investigator of the
Study, and I undertake to comply with all the conditions, provisions,
instructions and stipulations of this Agreement.

	/s/
      Sarah Ferber 	 
	Prof. Sarah Ferber 	 


Research Services Agreement