exhibit_10-28.htm










Exhibit 10.28


  



[Translation from Hebrew]





 


State of Israel


Ministry of Economy


Industrial Research and Development Administration


Office of Chief Scientist


 





Jerusalem


Letter of Approval Number: 50435


(Fiscal regulation: 38020101)


Group: 13




  



To


Pluristem Ltd.


POB – 15105


Haifa 31905


 





Letter of Approval





 





	  	
1.

	
We hereby inform you that the research committee, by virtue of its authority according to Article 17 of the Law for the Encouragement of Research and Development in the Industry, 5744-1984 (hereinafter: the “R&D Law”), has resolved in its meeting on 11/04/2013 to approve the program as submitted by you on 24/04/2013, which subject matter is:








 





	  	
a.

	
Subject of approved program: Treatment with semi-mesenchyme placental cells grown in a 3D culture.








 





	  	
b.

	
Performing the approved program: Pluristem Ltd.








 





	  	  	
Registration Number: 513371666



(hereinafter - the “Approved Program”)









 



	  	
2.

	

a. The research and development expenses approved for the performance of the approved program will be in an amount of up to: NIS5,275,000.


 


In words: Five million two hundred seventy-five thousand NIS.


 


b. The rate of grant approved is 30% of the development expenses (addition with respect to a national priority zone A/ line of confrontation), which is up to an amount of NIS 1,582,500.


 


In words: One million, five hundred eighty-two thousand five hundred NIS.










 





	  	
3.

	
The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and procedures promulgated thereunder and subject to the following terms:








 





	  	
a.

	
The approved program will be performed as detailed in your request within a period of 10 months – from 01/1/2013 and until 31/12/2013 (hereinafter: the “Performance Period”).








 





	  	
b.

	
(1) You must inform the Office of the Chief Scientist about every change in the control of the recipient of the grant in the company’s shares and/or in one of the following controlling means: (a) the right to vote in the company’s general meetings; (b) the right to appoint directors in the company; (c) the right to participate in the company’s profits.


 



(2) Transferring any percentage of the controlling means stated in subsection (1) to a non-Israeli resident or to a foreign company, which make the non-Israeli resident or foreign company an interested party as defined in the Securities Law, 1968, requires notification to Office of the Chief Scientist and a written undertaking of the non-Israeli resident or the foreign company to the R&D Law.


 


The letter of approval shall be signed in the form existing in the office of the Chief Scientist and in the website of the Ministry of Industry, Trade and Employment.










 




  





  











  








 



	  	
c.

	
Additional terms:


 


Royalties shall be paid on Company’s income.








 





	  	
d.

	
See the appendix in the matter of intellectual property.








 





	  	
e.

	
In the event of pledging the company’s assets to an Israeli bank against credit, the company must ensure that the pledge shall be subject to the R&D Law.








 





	  	
f.

	
If the plan is connected to an agreement with an academic institution or an academic implementation company, the company must ensure that the agreement is subject to the provisions of the R&D Law.








 





	  	
Sincerely,


	  	  
	  	
/s/ Avi Hason


	  	
Avi Hason


The Chief Scientist