Exhibit
10.13


 





Amendment
2 to Licensing Agreement – Ukraine Market


 


	1.	This
                                         Amendment refers to the Exclusive Distribution and Licensing Agreement between Resdevco
                                         Ltd. and Wize Pharma (formerly: Star Night Technologies) signed on May 1, 2015 (hereinafter
                                         called the “Agreement”)
	 	 
	2.	Territory
                                         is extended to The Ukraine, therefore the term Territory refers to both the USA and the
                                         Ukraine markets.
	 	 
	3.	If
                                         the Agreement is terminated for the USA Territory, this event will have no consequences
                                         on this Amendment with the original Agreement
	 	 
	4.	The
                                         term “FDA” should be replaced by “Ministry of Health of Ukraine”
                                         throughout the Agreement
	 	 
	5.	The
                                         royalty payment per box/unit and guaranteed yearly minimum royalty payment commences
                                         on the date of signing this Amendment, overriding the date of section 7.1 of the Agreement
	 	 
	6.	The
                                         following text overrides section 7.3 in the Agreement:



 


The
minimum guaranteed yearly royalty payment deductible from the total royalty per box/unit due will be paid to RESDEVCO in the same
calendar year and is not transferable to another year. Payment of the guaranteed yearly minimum royalty will be made to RESDEVCO
in January each year in one installment. VAT is added according to the law The minimum payments are as follows:


 


18,000
US dollars (eighteen thousand US dollars) in 2016 at the time of signature to this Amendment 2.


 


21,000
US dollars (twenty-one thousand US dollars) in January 2017.


 


30,000
US dollars (thirty thousand US dollars) in January 2018 and in all following years. Replacement of defected merchandise shall
not constitute necessity to pay royalty for the same actual sale.


 


	7.	Section
                                         12.3 of the Agreement is not applicable to this Amendment.
	 	 
	8.	Presently
                                         the unit dose eye drops are not registered in the Ukraine under any trademark. Registration
of Conheal® by Resdevco is already requested.



 


	9.	This
                                         Amendment will take effect at the time of signature and Resdevco will inform Pharmastulln
                                         immediately to allow Wise Pharma to sign a Contract Manufacturing regarding Ukraine.
	 	 
	10.	In
                                         Appendix A of the Agreement, sections 5 and 6 are not applicable
	 	 
	11.	Appendix
                                         B of the Agreement is not applicable
	 	 
	12.	Appendix
                                         C of the Agreement is not applicable as the documents related to the claim of “Treating
                                         Conjunctivochalasis” are already in the possession of Dr. Gideon Stein through
                                         Nitsan Shmueli, advocate.





 


	/s/ Prof. S. Dikstein	 	31.5.2016
	Resdevco Ltd	 	Date
	 	 	 
	/s/ Or Eisenberg	 	31/5/2016
	Wize Pharma Ltd	 	Date