Exhibit
10.24


 










[ * ]  = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED.


 


 


AMENDMENT
TO COLLABORATION AGREEMENT


 


This Amendment to the Collaboration Agreement (“Amendment”)
is made as of May 25, 2006 (“Effective Date”) by and between Quark
Biotech, Inc., a private limited company incorporated under the laws of
California with a principal office at 6540 Kaiser Drive, Fremont, California
94555 (hereinafter “Quark”) and QBI Enterprises Ltd., a private company
incorporated under the laws of the State of Israel with a principal office at
Weizmann Science Park, P.O. Box 4071, Nes Ziona 70400, Israel (together
hereinafter “QBI”), and Atugen AG, a company incorporated under the laws of
Germany with a registered office at Robert-Rössle-Strasse 10, D-13125 Berlin,
Germany (“Atugen”).


 


RECITALS


 


WHEREAS, QBI and Atugen are parties to a Collaboration
Agreement dated December 6, 2004 (“Agreement”);


 


WHEREAS, Quark and Atugen have filed patent
applications for inventions arising from their collaboration pursuant to the
Agreement both before and after December 6, 2004;


 


WHEREAS, QBI and Atugen desire that all such patent
applications be jointly owned, consistent with and subject to the terms of the
Agreement;


 


NOW, THEREFORE, the parties wish to amend the
Agreement as set forth herein.


 


 


AGREEMENT


 


In
consideration of the mutual promises, covenants and conditions recited herein
and for good and valuable consideration, the parties agree as follows:


 


1.               Capitalized Terms. Capitalized terms not
defined herein have the meaning given to them in the Agreement.


 


2.               Quark Assignment to Atugen. Quark, while retaining for itself an equal,
undivided right, title and interest, has assigned to Atugen an equal, undivided
right, title and interest in and to all Patent Rights to the patent
applications listed at the end of this Paragraph 2 


 


 


1





















 


(“QBI Patents”). A copy of the assignment document is attached
hereto as Exhibit A. Quark at its sole cost will promptly take steps to record
or otherwise make of record Atugen’s undivided right, title and interest in the
QBI Patents. Quark agrees that it will, at its sole expense, execute all
documents reasonably necessary to effectuate the foregoing assignment.


 


	
  Country

  	
   

  	
  Application

  	
   

  	
  Filing
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
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  [ * ]

  	
   

  	
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  [ * ]

  	
   

  	
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  [ * ]

  	
   

  	
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  [ * ]

  	
   

  	
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  [ * ]

  	
   

  	
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  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  



 


3.               Atugen Assignment to Quark. Atugen, while retaining unto itself an
equal, undivided right, title and interest, has assigned to Quark (with Quark
acknowledging that such patent rights will be abandoned by Atugen under
paragraph 6 hereunder) an equal, undivided right, title and interest in an to
all Patent Rights to the patent applications listed at the end of this
Paragraph 3 (“Atugen Patents”). A copy of the assignment is attached
hereto as Exhibit B. Quark at its sole cost will at an appropriate time take
steps to record or otherwise make of record Quark’s undivided right, title and
interest in such Atugen Patents. Atugen agrees that it will, at Quark’s sole
expense, execute all additional documents reasonably necessary to effectuate
the foregoing assignment.


 


4.               


 


	
  Country

  	
   

  	
  Application

  	
   

  	
  Filing Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
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  [ * ]

  	
   

  	
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  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  



 


5.               Atugen Grant to QBI. In order to effectuate the intent of the
parties that the licenses from Atugen to QBI under the Agreement include the
QBI Patents and Atugen Patents (with QBI acknowledging that the Atugen Patents
will be abandoned by Atugen under paragraph 6 hereunder), Sections 6.2.1 and
6.2.2 of 


 










[ * ]  = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED.


 


2





















 


the Agreement are amended to insert “and the QBI Patents and the Atugen
Patents” after “Joint Program IP”.


 


6.               QBI Grant to Atugen. In order to effectuate the intent of the
parties that the licenses from QBI to Atugen under the Agreement include the
QBI Patents and Atugen Patents (with Atugen acknowledging that the Atugen
Patents will be abandoned by Atugen under paragraph 6 hereunder), Sections
6.1.1 and 6.1.2 of the Agreement are amended to insert “and the QBI Patents and
the Atugen Patents” after “Joint Program IP”.


 


7.               Abandonment of Atugen Patents. Atugen will affirmatively abandon, and take
all reasonable steps necessary to prevent all the Atugen Patents from being
published by any patent office throughout the world.


 


8.               Prosecution of QBI Patents. QBI will be responsible [ * ] for prosecuting and maintaining the QBI Patents, and
QBI will handle all post grant proceedings in relation to the QBI Patents (such
as reissues, reexaminations and interferences, if any) (collectively, “the
Patent Activities”). QBI will keep Atugen informed concerning the Patent
Activities by, among other things, supplying Atugen with copies of all
substantive documents related to the Patent Activities, and will consult with
Atugen in relation thereto. QBI shall furnish such documents and consult with
Atugen in sufficient time (at least two weeks) before any action by QBI is due,
to allow Atugen to provide comments on the Patent Activity under consideration,
which comments QBI shall consider in good faith. QBI will not [ * ]. Should QBI decide that it does not desire to continue
the Patent Activities in relation to a QBI Patent in any country, or in
relation to any pending claim, then QBI shall promptly inform Atugen and
Atugen, at its sole option and cost, will have right to continue the Patent
Activities in relation to any such QBI Patent or claim. In the event that
Atugen takes over control of the Patent Activities under the preceding
provisions, [ * ]


 


9.               Pursuit of Specific Patent Claims. QBI, in consultation with Atugen, will
pursue claims in the QBI Patents to (a) [ * ] and (b)    [ * ].


 


10.         Inventorship. The determination of any disputes regarding
inventorship of the QBI Patents will first be brought to QBI’s U.S. patent counsel,
[ * ] and Atugen’s U.S. patent counsel,
[ * ], or such other counsel as each
party may designate for itself for such determination. If such counsel cannot
reach a mutual inventorship determination, inventorship will be determined by a
third party 


 










[ * ]  = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED.


 


3





















 


U.S. patent attorney, mutually agreed to by the parties and having no
conflict of interest regarding either of the parties, unless the respective
party agrees to waive such conflict, with the cost of such third party determination
to be paid for by QBI.


 


11.         [ * ].


 


12.         Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed and original and all of which
together shall constitute one instrument.


 


13.         Effect of Amendment. This Amendment is effective as of the
Effective Date above. Except for the explicit amendments herein, the terms of
the Agreement shall not be modified by this Amendment.


 


13.   Disclaimer of Liability.
The parties, Atugen on the one hand, and QBI on the other, hereby irrevocably
waive any and all claims, demands, or causes of action whatsoever in law or in
equity that each may have against the other in relation to the preparation,
filing and prosecution to date of the Atugen and QBI Patents.


 


IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed and delivered by their authorized representatives
as of the Effective Date.


 


	
  Atugen AG

  	
   

  	
  QBI          Quark Biotech, Inc./QBI Enterprises Ltd.

  
	
   

  	
   

  	
   

  
	
  /s/
  T. Christely, /s/ K. Giese

  	
   

  	
   

  	
  /s/
  Daniel Zurr

  	
   

  
	
  (signatures)

  	
   

  	
  (signature)

  
	
   

  	
   

  	
   

  
	
  T. Christély  /  Dr. K. Giese

  	
   

  	
  Dr. Daniel Zurr

  
	
  CEO  /  CSO, VP Research

  	
   

  	
  CEO

  
	
   

  	
   

  	
   

  
	
  Date: May 22, 2006

  	
   

  	
  Date: May 25, 2006

  
					



 










[ * ]  = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED.


 


4





















 


Assignment #1


 


WHEREAS, QUARK BIOTECH, Inc., a corporation having
principal place of business at 6540 Kaiser Drive, Fremont, California, 94555,
USA, (“Quark”), is the
owner of record of all right, title and interest in and to the patent
applications listed in Appendix 1 hereto (the “Patent Rights”); and


 


WHEREAS,
atugen AG., a corporation having a principal place of business at Robert
Rössle-Str. 10, D-13125 Berlin, Germany, (“Atugen”), is entitled to own an
equal, undivided right and interest in and to the Patent Rights as a tenant in
common, subject to the exclusive rights in certain fields granted to Quark and
its affiliate, QBI Enterprises, Ltd., pursuant to a December 6, 2004 Agreement.


 


NOW,
THEREFORE, in consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Quark, while retaining unto itself
an equal, undivided right and interest in and to the Patent Rights, hereby
assigns and transfers as a tenant in common to Atugen and its successors and
assigns, an equal, undivided right and interest in and to the Patent Rights, as
well as all other patent rights that may be based thereon or claim priority
thereof, including all renewals, divisions, substitutes, reissues,
continuations, reissues or extensions thereof, and every priority right that is
or may be predicated upon or arise from the Patent Rights, to the full end of
the terms, including any extensions, thereof.


 


Quark
hereby authorizes and requests that any and all appropriate governmental
authorities issue all documents evidencing joint ownership of an equal,
undivided interest, as tenants in common, in and to the Patent Rights by each
of Quark and Atugen, and their lawful successor and assigns.


 


Atugen
represents and warrants that it has not, and will not, exercise or convey any
right assigned to it herein in any manner which is inconsistent with the
December 6, 2004 Agreement.


 


	
  Quark
  (Assignor)

  	
   

  	
  Atugen
  (Assignee) hereby accepts 

  this Assignment

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  R. Skaliter

  	
   

  	
   

  	
  By:

  	
  /s/ T. Christely, /s/ K. Giese

  	
   

  
	
   

  	
  Rami
  Skaliter

  	
   

  	
   

  	
   

  	
  T.
  Christely K. Giese

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Executive
  Vice President

  	
   

  	
   

  	
  Title:
  

  	
  CEO        CSO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  January
  19, 2006

  	
   

  	
   

  	
  Date:
  

  	
  January   ,
  2006

  	
   

  
								



 


 


EXHIBIT A


 










[ * ]  = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED.


 


5





















 


Appendix 1


To ASSIGNMENT #1


 


	
  Country

  	
   

  	
  Application
  No.

  	
   

  	
  Filing
  Date

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
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  [ * ]

  	
   

  	
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  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  



 










[ * ]  = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED.


 


6





















 


Assignment #2


 


WHEREAS,
atugen AG., a corporation having a principal place of business at Robert
Rössle-Str. 10, D-13125, Berlin, Germany, (“Atugen”), is the owner of record of
all right, title and interest in and to the patent applications listed in
Appendix 1 hereto (the “Patent Rights”); and


 


WHEREAS,
QUARK BIOTECH, Inc., a corporation having principal place of business at 6540
Kaiser Drive, Fremont, California, 94555, USA, (“Quark”), is entitled to own an
equal, undivided right and interest in and to the Patent Rights as a tenant in
common, subject to the exclusive rights in the field of oncology granted to Atugen
pursuant to a December 6, 2004 Agreement.


 


NOW,
THEREFORE, in consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Atugen, while retaining unto
itself an equal, undivided right and interest in and to the Patent Rights,
hereby assigns and transfers as a tenant in common to Quark and its successors
and assigns, an equal, undivided right and interest in and to the Patent
Rights, as well as all other patent rights that may be based thereon or claim
priority thereof, including all renewals, divisions, substitutes, reissues,
continuations, reissues or extensions thereof, and every priority right that is
or may be predicated upon or arise from the Patent Rights, to the full end of the
terms, including any extensions, thereof.


 


Atugen
hereby authorizes and requests that any and all appropriate governmental
authorities issue all documents evidencing joint ownership of an equal,
undivided interest, as tenants in common, in and to the Patent Rights by each
of Atugen and Quark, and their lawful successor and assigns.


 


Quark
represents and warrants that it has not, and will not, exercise or convey any
right assigned to it herein in any manner which is inconsistent with the
December 6, 2004 Agreement.


 


	
  Atugen
  (Assignor)

  	
   

  	
  Quark
  (Assignee) hereby accepts 

  this Assignment

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  T. Christely, /s/ K. Giese

  	
   

  	
   

  	
  By:

  	
  /s/ R. Skaliter

  	
   

  
	
   

  	
  T.
  Christely K. Giese

  	
   

  	
   

  	
   

  	
  Rami
  Skaliter

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO        CSO

  	
   

  	
   

  	
  Title:
  

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  January
      , 2006

  	
   

  	
   

  	
  Date:
  

  	
  January
  19, 2006

  	
   

  
									



 


 


EXHIBIT B


 










[ * ]  = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED.


 


7





















 


Appendix 1


To ASSIGNMENT #2


 


	
  Country

  	
   

  	
  Application
  No.

  	
   

  	
  Filing
  Date

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  



 










[ * ]  = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED.


 


8