exhibit_10-5.htm










Exhibit 10.5


 




AMENDMENT TO CONSULTING AGREEMENT 
















This amendment (the “Amendment”) to the Agreement dated February 23, 2009 (the “Agreement”) is entered into by and between Hadasit Medical Research Services and Development Limited, (hereinafter: “Institution”), Prof. Eithan Galun (the “Consultant”), and Silenseed Ltd., a corporation organized under the laws of Israel, with its registered office located at the Goldyne Savad Institute of Gene Therapy, Hadassah Medical Center, Jerusalem 91120 Israel (hereinafter: “Company”) is made and effective as of March 12, 2012.







Institution, Consultant and the Company shall be referred to hereinafter, each as a “Party”


and collectively the “Parties”.







WHEREAS, the Parties entered consulting agreement dated February 23, 2009, for the consulting services with respect to the clinical application and development of the Company’s technology.







WHEREAS, the Parties desire to amend the Agreement as provided herein and add compensation sub-clause to Section 4 of the Agreement;







NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties expressly agree as


follows:








	
1.

	
Definitions.







 


All capitalized terms used herein and not otherwise defined herein shall have the


meanings ascribed thereto in the Agreement.


 



	
2.

	
Compensation of the Work.







 


At the end of the current wording of the Agreement, the following shall be added:


 


“In addition to the Options, in consideration for the performance of the Services, from September 2011 (including) onwards, the Company shall pay Hadasit the amount of NIS 3,000 (three thousand New Israeli Shekels) plus Value Added Tax per month (the “Service Fee”).


 


The Service Fee shall be paid monthly in arrears, upon submission of a tax invoice to the Company, within thirty (30) days of the date of invoice.


 



	
3.

	
Amendment Status







 


This Amendment shall be made a part of the Agreement.


 


Except as expressly set forth herein, all terms and provisions of the Agreement are hereby ratified and confirmed and shall remain in full force and effect.









  





  











  











IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly executed, or caused to be executed, this Amendment as of the last date of signature of all parties as indicated below. The undersigned further asserts that he/she possesses the actual authority to enter into this Amendment on behalf of his/her corporation or business entity.


 




	SIGNED ON BEHALF OF COMPANY	 	SIGNED BY THE INSTITUTION	 
	 	 	 	 	 	 
	/s/ Amotz Shem  	 	/s/ Carole Grumbach 	 
	By:          	Amotz Shem  	 	By:         	Carole Grumbach  	 
	Title:       	CEO  	 	Title:      	VP Finance & Contracts  	 
	Date:       	March 12, 2012  	 	Date:      	March 12, 2012  	 





 



I the undersigned, Prof. Eithan Galun, hereby declare and confirm that I read, understood and accept this Amendment.




 



	
/s/ Prof. Eithan Galun

	 	 	 
	
By:           Prof. Eithan Galun

	 	 	 
	
Name:      Prof. Eithan Galun

	 	 	 
	
Title:

	 	 	 
	
Date:        March 12, 2012