Unassociated Document


    EXHIBIT 10.1(iii)

     

    AMENDMENT
TO LICENSE AGREEMENT

     

    Made in
Jerusalem this 11 day of September 2007, by and between:

     

    YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW
UNIVERSITY OF JERUSALEM, of Hi Tech Park, Edmond J. Safra Campus, Givat
Ram, Jerusalem 91390 Israel, Fax: +972-2-658 6689; ( “Yissum”); and

     

    BIOCANCELL THERAPUEUTICS LTD., of Beit Beck,
Har Hotzvim, Jerusalem (the “Company”)

    


    
      
        	
                WHEREAS:

              	 
      	
                the
      Company and Yissum executed an amended and restated license agreement on
      November 14, 2005 (the “License
      Agreement”), pursuant to which the Company obtained an exclusive
      license to certain patents owned by Yissum based upon the inventions of
      Professor Abraham Hochberg (the “Researcher”); and

              
	 
      	 
      	 
      
	
                WHEREAS:

              	 
      	
                The
      Parties wish to amend certain aspects of the License
      Agreement.

              


      

    

     

    NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:

     

    
      	
              1.

            	
              Interpretation
      and Definitions

            


    

     

    
      
        	
              	
                1.1.

              	
                The
      preamble constitutes an integral part this Amendment and shall be read
      jointly with its terms and
conditions.

              


      

    

     

    
      
        	
              	
                1.2.

              	
                Capitalized
      terms set forth in this Amendment and which are not defined, shall have
      the meaning ascribed thereto in the License
  Agreement.

              


      

    

     

    
      
        	
              	
                1.3.

              	
                Unless
      otherwise indicated herein, the terms and conditions of the License
      Agreement shall apply to this
Amendment.

              


      

    

     

    
      
        	
              	
                1.4.

              	
                The
      headings of the sections in this Amendment are for the sake of convenience
      only and shall not serve in the interpretation of the
      Amendment.

              


      

    

     

    
      	
              2.

            	
              Ownership

            


    

     

    
      	
            	
              2.1.

            	
              Section
      5 shall be amended to read as
follows:

            


    

     

    
      
        	
              	
                5.1

              	
                All
      rights in and to the Licensed Technology shall be owned by Yissum, and the
      Company shall hold the rights granted pursuant to the License hereunder
      and make use of them exclusively in accordance with the terms of this
      Agreement. The Research Results resulting from the Research conducted in
      Section 4.4 shall be exclusively owned by Yissum, shall form part of the
      Licensed Technology and shall be licensed to the Company under the same
      terms and conditions of this
Agreement.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                5.2

              	
                Notwithstanding
      the foregoing, in light of the current requirements of the Office of the
      Chief Scientist of the Israel Ministry of Industry, Trade and Labor (the
      “OCS”), the Parties agree that all intellectual property rights developed
      pursuant to this Agreement using OCS funding, including, but not limited
      to, intellectual property rights arising from the conduct of clinical
      trials funded by the OCS, (“OCS
      IP”) will be fully and absolutely owned by the Company. In the
      event that the Company receives such OCS funding, it will provide Yissum
      with sufficient written documentation to enable the Parties to define what
      intellectual property will be subject to provisions of this section.
      Nevertheless, (i) should there be a change in OCS requirements concerning
      ownership of intellectual property that are applicable to the OCS IP; or
      (ii) should the Company be voluntarily or involuntarily dissolved, all
      rights in OCS IP shall revert, as far as legally possible and appropriate,
      to Yissum, subject, if required, to the approval of the OCS. The Company
      agrees to take all reasonable steps necessary to assign or have assigned
      ownership of such OCS IP to
Yissum.

              


      

    

     

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    IN
WITNESS THE HANDS OF THE PARTIES

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          YISSUM

                                        	 
      	
                                          THE
      COMPANY

                                        	 
	 
      	 
      	 
      	 
      	 
      	 
	
                                          By:

                                        	
                                          /s/ Nava Swerky

                                        	 
      	
                                          By:

                                        	
                                          /s/ Avi Barak

                                        	 
	 	 	 	 	 	 
	
                                          Name:

                                        	
                                          Nava Swerky

                                        	 
      	
                                          Name:

                                        	
                                          Avi
      Barak

                                        	 
	 	 	 	 	 	 
	
                                          Title:

                                        	
                                          Pres
      & CEO

                                        	 
      	
                                          Title:

                                        	
                                          Chief Executive Officer

                                        	 
	 	 	 	 	 	 
	
                                          Date:

                                        	
                                          16.9.07

                                        	 
      	
                                          Date:

                                        	
                                          Sep
      11, 2007

                                        	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            By:

                                          	
                                            /s/ Bob Frantenberg

                                          	 
      	
                                            By:

                                          	
                                            /s/ Ira Weinstein

                                          	 
	 	 	 	 	 	 
	
                                            Name:

                                          	
                                            Bob Frantenberg

                                          	 
      	
                                            Name:

                                          	
                                            Ira Weinstein

                                          	 
	 	 	 	 	 	 
	
                                            Title:

                                          	
                                            General
      Counsel

                                          	 
      	
                                            Title:

                                          	
                                            CFO

                                          	 
	 	 	 	 	 	 
	
                                            Date:

                                          	
                                            16.9.07

                                          	 
      	
                                            Date:

                                          	
                                            Sept.
      10, 2007

                                          	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    I the
undersigned, Prof. Abraham Hochberg, have reviewed, am familiar with and agree
to all of the above terms and conditions. I hereby undertake to cooperate
fully with Yissum in order to ensure its ability to fulfill its obligations
hereunder, as set forth herein.

    


    
      
        
          
            
              	 	
                      /s/
      Abraham Hochberg

                    	 
      	
                      16/9/07

                    	 
	 	
                      Prof.
      Abraham Hochberg

                    	 
      	
                      Date
      signed

                    	 


            

          

        

      

    


    
      
         


      

      
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