Exhibit 10.20


 


ASSUMPTION AGREEMENT


 


THIS ASSUMPTION AGREEMENT, dated August 30, 2016 is by
and among Resdevco Ltd., a company incorporated under the laws of the state of Israel (“Resdevco”) and
OcuWize Ltd., a company incorporated under the laws of the state of Israel (“OcuWize”).


 


WHEREAS OcuWize is a subsidiary wholly-owned by Wize Pharma Ltd. (“Wize Pharma”)
and Wize Pharma and Resdevco have entered into an Exclusive Distribution and Licensing Agreement signed on May 4, 2015, having
taken effect as of May 4, 2015, and amended several times subsequently thereafter (together with its amendments, the “Distribution
Agreement”); and


 


WHEREAS Wize Pharma wishes to transfer and assign to OcuWize all of its rights and obligations
under the Distribution Agreement in accordance with Article 13 of the Distribution Agreement (“Article 13”),
pursuant to the assignment letter dated July 13, 2016 (the “Assignment Letter” and the “Effective
Date,” respectively) attached hereto as Schedule A; and


 


WHEREAS
according to Article 13 such assignment required this Assumption Agreement; and


 


WHEREAS Resdevco hereby agrees to the
assignment as set forth in the Assignment Letter and in this Assumption Agreement;


 


NOW, THEREFORE, it is hereby acknowledged
that:


 


1.         Assignment
and Assumption. OcuWize hereby assumes all of Wize Pharma’s undertakings stipulated in the Distribution Agreement.
Any liability imposed on Wize Pharma under the Distribution Agreement shall be imposed on OcuWize as of the Effective Date. OcuWize
is obligated to fulfill the Distribution Agreement in its entirety as if OcuWize has replaced Wize Pharma’s (known there
by its former name: Star Night Technologies Ltd.) as party to the Distribution Agreement with respect to its term and conditions.
All obligations (apart from that arranged in this Assumption Agreement) will apply to OcuWize and OcuWize committed to them. All
references to “Licensee” in the Distribution Agreement will in effect refer to OcuWize;


 


2.          Miscellaneous.


 


(a)         Any
notice must be in writing and sent to the address of the party listed on the Signature Page. 


(b)         The
parties do not intend that any agency or partnership be created by this Assumption Agreement. 


(c)         This
Assumption Agreement may only be modified by a written amendment executed by an authorized representative of each party. 


(d)         Any waiver
must be explicit and in writing. No waiver by a party of a breach by another party will constitute a waiver of any different
or succeeding breach.


  


 


 



     


     


    

 


(e)         This
Assumption Agreement will be governed by and construed in accordance with the laws of the State of Israel without reference to
any principles of conflicts of law. Any dispute arising under or relating to this Assumption Agreement or any transactions contemplated
herein shall be resolved by the competent courts of Jerusalem, and each of the parties hereby submits irrevocably to the exclusive
jurisdiction of such court. 


(f)         This
Assumption Agreement (including the Assignment Letter) and the Distribution Agreement contain the entire agreement between the
parties with respect to the subject matter of this Assumption Agreement and supersede all other oral or written representations,
statements, or agreements with respect to such subject matter. 


(g)         This
Assumption Agreement hereby binds the parties and their respective heirs, successors, assignees, and personal representatives.
OcuWize may not assign this Assumption Agreement without the prior written consent of Resdevco unless such assignment complies
in accordance with Article 13. 


(h)         This Assumption Agreement may be signed in counterparts which, taken as a whole, will constitute one agreement.


 


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


 


	 	Resdevco	 	Ocu Wize
	 	 	 	 
	By:	/s/ Prof. S. Dikstein	 	By:	/s/ Or Eisenberg
	Name:	Prof. S. Dikstein 	 	Name: 	Or Eisenbeng
	Title:	CEO	 	Title:	CFO & CEO



  



     


     


    

   


	Wize
    Pharma Ltd	 	 
	 	 	 
	2 Hamenofim st.
    Herzliya Pituach, P.O 12909	 
	 	 
	Tel: 072-2600536                 Fax:
    072-2600537	 










 


 



 







July
13, 2016


 


For
the attention of:


Resdevco
Ltd.


7
Habanay st.


Jerusalem


Israel


 


Dear
Sir,


 


	Re:	Assignment
    of Agreements	 


 


For
the sake of good order, we wish to inform you that in accordance with Section 13 of the Exclusive distribution and licensing agreement
signed on May 1, 2015 between Wize Pharma Ltd. (known by its former name: Star Night Technologies Ltd.) (“Wize Pharma”)
and with Resdevco Ltd. (“Resdevco”), the agreements listed in the attached Appendix A were assigned to
OcuWize Ltd., a company owned and controlled by Wize Pharma (“OcuWize”). With the exception of said assignment
no changes were made to the agreements. Furthermore, in any future agreement between us (as may be), Wize Pharma will enter into
agreements (as may be) using OcuWize.


 


Assignment
of the agreements will enter into force as of the date of this letter.


 





	 	Sincerely,
	 	 
	 	/s/
    Or Eisenberg
	 	Or Eisenberg
	 	CFO & Acting
    CEO




 


OcuWize
Ltd. Confirmation


 


We,
the undersigned, OcuWize Ltd., hereby confirm our consent to the above, and hereby accept all Wize Pharma undertakings in and
rights to the agreements listed in Appendix A.


 


	 	/s/
                                         Or Eisenberg
	 	OcuWize
Ltd.




 




     


     


    

 


Appendix
A


 


	No.	 	Date of the  Agreement*	 	Title
	1.	 	May 1, 2015	 	Exclusive distribution and licensing agreement (“Licensing Agreement”)
	2.	 	May 11, 2015	 	Appendix E of the Licensing Agreement
	3.	 	November 22, 2015	 	Amendment to Licensing Agreement - Worldwide Rights to the Unit Dose Eye Product
	4.	 	November 22, 2015	 	Amendment 1 to Licensing Agreement - Israeli Market
	5.	 	March 20, 2016	 	Amendment 2 to Licensing Agreement
	6.	 	May 31, 2016	 	Amendment 1 to Licensing Agreement - Israeli Market
	7.	 	May 31, 2016	 	Amendment 2 to Licensing Agreement - Ukraine market



 


*     
Parties to the agreements and amendments above are Wize Pharma and Resdevco.