Exhibit 10.12


 


May
31, 2016


 


Amendment
1 to Licensing Agreement – Israeli Market


 


		1.	This
                                         Amendment refers to the Exclusive Distribution and Licensing Agreement between Resdevco
                                         Ltd. and Wize Pharma signed on May 1, 2015 (hereinafter called the “Agreement”)



 


		2.	Territory
                                         is extended to Israel, therefore the term Territory refers to both the USA and the Israeli
                                         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 in Israel” 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 7.2 in the Agreement:



 


In
addition to the royalty per box/unit and guaranteed yearly minimum royalty payment LICENSEE will also pay RESDEVCO the following
amounts:


 


At
the time of commencing local sales an upfront nondeductible and nonrefundable payment of 30,000 US dollars (thirty thousand
US dollarS) is payable for the exclusive use of the Israeli Market License.


 


		7.	Based
                                         on the same calculations in section 7.3 of the Agreement, the following guaranteed minimum
                                         yearly royalty of plus the VAT according to the Israeli law, will be paid in January
                                         of each year.



 


At
the time of signature: $1200


 


2017:
$3000


2018:
$7200


2019:
$1800


2020
and following years: $ 36000


 


		8.	The
                                         following text overrides Section 12.3 of the Agreement:



 


Wize
Pharma may cancel this Agreement by informing Resdevco in writing 180 days in advance, but only following the commencement of
sales in Israel. In that case any previous payments made by WizePharma are non-refundable, any payment due during those 180 days
must be paid by Wize Pharma.


 


		9.	Presently
                                         the unit dose eye drops are registered in Israel as Eyecon®. WizePharma
                                         will inform Resdevco within 1 month whether it will be using the Eyecon®
                                         or Conheal® trademark in Israel, both of which are registered by Resdevco
                                         in Israel (see attachments below).



 


		10.	The
                                         definition of Product in the Agreement withstands regardless of the trademark selected
                                         by Wize Pharma



 


		11.	Within
                                         three months of signing of this Amendment, Wise Pharma will sign a Contract Manufacturing
                                         agreement (for a 30 unit box) with Pharmastulln. or with another manufacturer to supply
                                         the Product to the Israeli market.



  



    


     


    

 


		12.	Following
the signing of the contract manufacturing agreement, Wize Pharma will immediately:



 


		a.	Take
                                         over the job of Responsible Pharmacist from Ms. Rivka Slonim,



 


		b.	Continue
                                         the development of the product (translations of the PIL, box design etc.)



 


		c.	Begin
                                         the process of obtaining the claim of “Treating Conjunctivochalasis” in Israel,
                                         committing to obtaining such claim within three years of signing this Amendment. (Resdevco
                                         suggests to use the office of Ms. Rivka Slonim in Jerusalem, as she took care of past
                                         and present registrations of the unit dose eye drops).



 


		13.	In
Appendix A of the Agreement, sections 5 and 6 are not applicable.



 


		14.	Appendix
B of the Agreement is not applicable.



 


		15.	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.



 


		16.	This
Amendment cancels any previous Amendment related to Israel



  


	/s/ Prof. S. Dikstein	 	/s/ Or Eisenberg
	Resdevco
Ltd	 	Wize Pharma Ltd