Exhibit 4.24


 


THE SYMBOL “[****]” DENOTES
PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD
LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED


 


FIRST AMENDMENT TO AMENDED AND RESTATED
LICENSE AGREEMENT


 


THIS FIRST AMENDMENT
TO AMENDED AND RESTATED LICENSE AGREEMENT (this “Amendment”) is entered into effective as of the __
day of ____ 2013, by and between Tel Hashomer – Medical Research, Infrastructure
and Services Ltd. (“THM”), Ramot at Tel Aviv University Ltd. (“Ramot”) and cCAM Biotherapeutics
Ltd. (the “Company”).


 


 RECITALS:




 


WHEREAS, on April
16, 2012, the Parties entered into that certain Amended and Restated License Agreement (the “Agreement”);


 


WHEREAS, the Parties
wish to amend certain terms of the Agreement;


 


NOW, THEREFORE, the
Parties hereby agree as follows:


 


		1.	Definitions; Effectiveness of Amendment



 


1.1. Capitalized
terms used herein and not otherwise defined shall have the respective meaning ascribed to them in the Agreement.


 


1.2. Other
than as specifically amended hereby, the provisions of the Agreement shall remain in full force and effect. In the event of contradiction
between any provision of the Agreement and an amendment thereto as set forth herein, such amendment shall prevail.


 


		2.	Consideration



 


2.1. A
new sub-section 5.1.1.4 shall be added as follows:


 


“The Company shall be
entitled to offset the Milestone Payments actually paid to the Licensors pursuant to sub-section 5.1.1.3 against any amounts that
the Company is required to pay to Licensors pursuant to sub-section 5.1.1.2.1 on account of Sublicense Fees that are paid to the
Company for achievement of the same milestone for the same Biopharmaceutical Product.”.


 


2.2. The
following paragraph shall be added at the bottom of Section 5.1.4:


 


“In the event that upon
the closing of an Exit, the Company is engaged in a program for the research and development of an additional antibody, which is
not a Product (a “Program”), then, the percentage of the Exit Consideration specified in sub-sections 5.1.4(a)-(c)
shall be reduced by [****]% in connection with the first Program and by additional [****]% for each
additional Program, provided however that in any event the portion of the Exit Consideration specified in sub-sections 5.1.4(a)-(c)
shall not be less than [****]%.


 


2.3. Section
10.5 of the Agreement shall be amended such that the word “country” at the beginning of the fourth sentence from the
bottom shall be replaced with the words: “such patent application and/or patent”.


 






     


     


    

 


3. Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


IN WITNESS WHEREOF,
the parties hereto have executed this First Amendment to the Amended and Restated License Agreement as of the date first above
written.


 


	 	 
	CCAM BIOTHERAPEUTICS LTD.	 
	By: _________________	 
	(Name & Title of Signatory)	 


 


	 	 	 
	TEL HASHOMER – MEDICAL RESEARCH, INFRASTRACTURE AND SERVICES LTD.	 	RAMOT AT TEL AVIV UNIVERSITY LTD.
	 	 	 
	By: _________________	 	By: _________________
	(Name & Title of Signatory)	 	(Name & Title of Signatory)


 


Confirmation: 


 


I, the undersigned, Dr. Gal Markel, hereby
declare and confirm that I read and understood the foregoing, I agree to the provisions of this Amendment, and I undertake to comply
with all the conditions, provisions, instructions and stipulations of the Amendment.


 


	 	 
	Dr. Gal Markel	 


 


I, the undersigned, Dr. Jacob Schachter, hereby
declare and confirm that I read and understood the foregoing, I agree to the provisions of this Amendment, and I undertake to comply
with all the conditions, provisions, instructions and stipulations of the Amendment.


 


	 	 
	Dr. Jacob Schachter