Unassociated Document


    
      Exhibit
10.6



    TERMINATION
AGREEMENT

    


    This
Termination Agreement (the “Agreement”) is
made and entered into as of May 17th, 2009, by and between
Cherry Tankers Ltd., a company with its principle place of business at 6 Maskit
St. Herzliya, Israel (“Licensor”), and Elya
Orthopedics, a company with its principal place of business at 78 Sokolov St.,
Hertzelya, Israel (“Licensee”). Each of the Licensor and
the Licensee, a “Party”, and
collectively, the “Parties”.

    


    WHEREAS, the Parties have
entered into that certain License Agreement, dated January 11th, 2009
(the “License Agreement”);
and

     

    WHEREAS, the Parties wish to
terminate the License Agreement according to the terms and conditions set forth
below;

     

    NOW, THEREFORE, in
consideration for the promises, representations, covenants and undertakings set
forth herein, the parties hereto hereby agree as follows:

     

    1.           Definitions. All terms not otherwise
defined herein, shall have the
meaning ascribed to them in the License Agreement.

     

    2.           Termination
of License Agreement. Notwithstanding section
9.1 the License Agreement, the Parties hereby terminate the License Agreement,
effective as of the date hereof (the “Effective
Date”).

    


    3.           Consequences
of Termination.

    


    3.1           As
of the Effective Date the License shall terminate and Licensee shall immediately
cease manufacturing, promoting, distribution, sales and marketing of the
Product, except for the inventory that Licensee still have on the Effective Date
and his outstanding advertising for June 2009.

    


    3.2           Licensee
hereby confirms that it has returned to Licensor all Confidential Information
and/or any such tangible property representing the Confidential Information and
all copies thereof and that it has erased/deleted any such Confidential
Information held by it in electronic form.

    


    3.3           By
affixing its signature below, each of the Parties hereby confirms that it has
no, and it hereby waives, any claim and/or contention of any kind and type that
it has, may have or shall have against the other Party, its officers, directors,
shareholders, employees and/or advisors, with respect to the License Agreement
and/or the termination thereof, and hereby releases all of the abovementioned
from any such claim or alleged claim.

    


    4.           Miscellaneous.
(i) Governing
Law - This Agreement shall be governed by and construed in accordance
with the laws of the state of Israel. The courts of the city of Tel-Aviv-Jaffa
shall have sole and exclusive jurisdiction and venue over any dispute related to
this Agreement and both parties hereby consent to such jurisdiction and
venue.(ii) Entire
Agreement - This Agreement constitutes the full and entire understanding
and agreement between the parties with regard to the subject matter
hereof.

     

          IN WITNESS
WHEREOF the parties have signed this Termination Agreement as of the date
first hereinabove set forth, by their authorized representatives, in two or more
counterpart, which may be faxed counterparts, each of which shall be deemed an
original, and together, an original instrument.