Exhibit
10.4


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS
THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 


SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED LICENSE


AGREEMENT


 


This
Second Amendment (this “Amendment”) is made on December 1, 2019 as an amendment to the Second Amended and Restated
License Agreement of June 15, 2017 (the “Agreement”) and amended by the First Amendment to the Second Amended and
Restated License Agreement of November 2017, by and between HADASIT MEDICAL RESEARCH SERVICES AND DEVELOPMENT LTD. (“Hadasit”)
and CELL CURE NEUROSCIENCES LTD. (the “Company”) (each a “Party” and jointly the “Parties”),
effective as of the same date as the Agreement.


 


	WHEREAS:	The
                                            Parties have discussed the terms of the Agreement and have mutually agreed to further amend
                                            the Agreement terms as set out herein.



 


NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:


 


	1.	Capitalized
                                            terms used but not defined herein shall, unless otherwise indicated, have the meaning ascribed
                                            to such terms in the Agreement.
	 	 
	2.	The
                                            New Research Agreement which is being executed contemporaneously with this Amendment, and
                                            which forms Annex E of the Agreement, is attached hereto and marked: Annex E — Research
                                            Agreement.
	 	 
	3.	Annex
                                            G which lists the Development Milestones is hereby replaced, in its entirety, with the updated
                                            version attached hereto and marked “Annex G - Projected Development Milestones for
                                            Photoreceptor Fields - August 15, 2019”.
	 	 
	4.	The
                                            definition of “Hadasit IP” appearing in Section 1.2.12 of the Agreement is hereby
                                            amended by the addition of the following sentence:



 


“In
addition, ‘Hadasit IP’ shall include all ‘Research Results’ and all ‘Hadasit Research Inventions’
as defined in the New Research Agreement.”


 


		5.	The
                                            definition of “Joint IP” appearing in Section 1.2.18 of the Agreement is hereby
                                            amended by the addition of the following sentence:



 


“In
addition, ‘Joint IP’ shall include all ‘Joint Research Inventions’ as defined in the New Research Agreement.”


 


	6.	The
                                            Parties agree that, if the Company seeks IIA funding to fund the research performed by Hadasit
                                            under the New Research Agreement and the IIA demands, as a pre-condition to such funding,
                                            deviations from Hadasit’s ownership rights in intellectual property developed by Hadasit
                                            under the New Research Agreement as set forth in this Agreement pursuant to the definitions
                                            of Hadasit IP and Joint IP, the Parties will negotiate in good faith and in a timely manner,
                                            possible changes to the provisions of the Agreement relating to the ownership of such intellectual
                                            property, so as to facilitate such funding.
	 	 
	7.	Except
                                            as specifically provided in and required by this Amendment, the terms and conditions of the
                                            Agreement shall remain in full force and effect. In the event of a contradiction between
                                            the provisions of this Amendment and the provisions of the Agreement, the provisions of this
                                            Amendment shall prevail.



 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties have duly executed this Amendment:


 


	HADASIT	 	CELL CURE NEUROSCIENCES LTD.
	 	 	 	 	 
	By:	/s/
    Dr. Tamar Raz	 	By:	/s/
    Rami Skaliter
	 	 	 	 	 
	Name:	DR.
    TAMAR RAZ	 	Name:	Rami
    Skaliter
	 	 	 	 	 
	 	CEO,
    Hadasit Medical Research Services	 	 	 
	Title:	&
    Development, Ltd.	 	Title:	CEO
	 	 	 	 	 
	Date:	1/12/2019	 	Date:	Nov
    25 2019


 






 






    	 



    	 



    

 


Annex
E


(Second
Amendment to the Second Amended and Restated License Agreement)


 


	●	[***].



 




    	 



    	 



    

 


Annex
G


(Second
Amendment to the Second Amended and Restated License Agreement)


 


	●	[***].