Exhibit
10.4


 


Project
3CL


 


[*]
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively
harmful if publicly disclosed.


  


BINDING
LETTER OF INTENT (“LOI”)


 


Asset
Purchase from NLC Pharma




 





 



 


The
following is a summary of the principal terms by and between NLC Pharma, Ltd. (NLC) and Todos Medical Ltd. (Todos) (each a “Contracting
Party” and collectively, the “Contracting Parties”) with respect to a proposed sale of certain assets owned by NLC
Pharma, Ltd. (NLC) to 3CL Sciences, Ltd. (the “Company”), a wholly owned subsidiary of Todos Medical Ltd. (Todos) to be formed
prior to the closing (the “Transaction”), with such ownership of the Company to be as outlined in this Agreement upon completion
of Final Closing Documents. Subject to the completion of satisfactory due diligence and other items set forth below, the terms of this
this LOI shall be legally binding on the parties. In the event of any inconsistency between this binding summary and any subsequent definitive
written agreements, the definitive agreements will govern (the “Final Closing Documents”).


 


	Acquirer:	 	3CL
                                            Sciences Ltd where upon execution of Final Closing Documents, Todos shall own 60% and NLC
                                            shall own 40% (the “Company”) subject to adjustment as outlined in this Agreement.
                                            The Company shall be registered in Israel following and pursuant to the execution of this
                                            LOI.

     

    

	Assets:	 	Subject
    to the terms and conditions precedent set forth herein, the Company shall acquire from NLC Pharma Ltd. Any and all intellectual property,
    patent applications, patents, and/or licenses to patents, as applicable, know-how and trade secrets related to the procurement, formulation,
    qualification and sale of botanical 3CL protease inhibiting Gromwell Root extract for dietary supplement and botanical drug development
    & commercialization, as well as all intellectual property, know-how, trade secrets, patents and patent applications related to
    the development of biosynthesis-created 3CL protease inhibiting Gromwell Root extract and the discovery & development chemically
    synthesized 3CL protease inhibiting compounds that will become synthetic drug candidate (the “Assets”). In addition,
    any subsequent intellectual property developed by NCL or its current and/or future employees related to the Assets or addressing
    similar uses, shall be the property of the Company



 



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Project
3CL


 


	 	 	NLC
                                            agrees to provide a near term budget for completion of the interim analysis of Tollovir trial
                                            in Israel to be agreed upon by Todos that shall be paid immediately upon receipt of proceeds
                                            from planned European distribution agreement.

                                                                                           

    Initially,
    promptly following execution of this LOI, Todos will deliver $325,000 to pay outstanding invoices related to the interim analysis
    of the ongoing clinical trial of Tollovir® and pay necessary expenses, and make payments related to the purchase of an additional
    10,000 bottles of Tollovid and/or Tollovid Daily for the US market. .

     

    At
    the time of closing the asset purchase through Final Closing Documents (“Closing”), the Company shall have received a
    minimum of €1 million and $1 million for a total of approximately $2.2 million in capital from Todos with which to execute clinical
    trials (the “Initial Payment”), . Todos shall be responsible for providing or assisting in the raising of a total of
    $10 million dollars into the Company (inclusive of the Initial Payment) over a period of seven (7) months from execution of the LOI.

    The
    initial ownership of the Company shall be set forth below subject to adjustments as set forth in Schedule B:

     

	Transaction
    Value:	 	Upon
                                            execution of Final Closing Documents, NLC Pharma and/or its affiliates, shareholders, and
                                            assignees shall or have received:

                                                                              

    

    




 





	 	 	●	A
    40% equity interest in the Company (subject to Appendix A) 
	 	 	●	*%
    net royalty to NLC Pharma for future dietary supplement sales
	 	 	●	*%
    net royalty to NLC Pharma for all future botanical drug sales
	 	 	●	*%
    net royalty to NLC Pharma for all future chemical drug sales
	 	 	●	*%
    net royalty to NLC Pharma for all diagnostic testing kit sales
	 	 	●	*%
    net royalty to Dorit and Avraham for any other products or commercial sales developed utilizing the assets or created by them during
    the course of their employment at the Company
	 	 	●	$2,000,000
    in cash to be paid according to the attached Schedule A
	 	 	●	The
    greater of * Todos Ordinary shares or $* worth of Ordinary shares based on the closing price of Todos Medical Ordinary shares on
    the day immediately prior to execution of Final Closing Documents with such Todos Ordinary shares to be distributed as directed by
    NLC Pharma 
	 	 	●	NLC
    shall be entitled to appoint a board member on TODOS Board of directors subject to approval by the Board of Directors of Todos Medical
    








 




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	Securities
    and other payments to be issued for Assets	 	Pursuant
                                            to the registration of the Company and per the execution of Final Closing Documents, Company
                                            will issue to NLC Pharma a certain number of common shares of the Company totaling 40% of
                                            the outstanding shares.

                                                                                           

    In
    the event that the Company raises capital other than from Todos and such financing results in NLC Pharma owning less than 40% of
    the common shares prior to a total of $10 million having been invested in the Company by Todos (the “$10 Million Threshold”),
    then at the Go Public Transaction (as defined herein), NLC Pharma shall be granted additional options or common stock in the Company
    so that NLC Pharma shall be entitled to own and retain the equivalent of 40% of the Company shares outstanding until such time as
    the $10 million Threshold is reached or twelve months from the date of execution of Final Closing Documents as described in the “Go
    Public” section below. Should NLC Pharma introduce capital to the Company after 6 months from the date of Final Closing Documents,
    provided that the $10 Million Threshold has not been reached, then Todos’ equity interest shall be reduced as outlined in Schedule
    B. Any capital invested after the $10 Million Threshold has been reached shall result in proportional dilution to all stakeholders.

     

	Company
    Management:	 	The
                                            Company’s board of directors shall consist of 5 board members, as follows:




 


	 	 	 	●	NLC
    Pharma shall be entitled to appoint two (2) directors
	 	 	 	●	Todos
    Medical Ltd shall be entitled to appoint two (2) directors
	 	 	 	●	A
    Director to be named upon unanimous approval of the 4 person Board of Directors
	 	 	 	 	 
	 	 	The
    appointment of the first CEO of the Company shall require unanimous consent of the Board of Directors.



 


	Press
    Releases and Marketing Materials	 	Any
                                            press releases or written documents from either Todos or the Company referencing any scientific
                                            claims regarding the assets acquired by the Company through this transaction shall have prior
                                            input from Dorit Arad, while she is employed by the Company, prior to public dissemination
                                            of such materials. Presentations: Any Todos presentation slides that reference the Assets
                                            shall require prior approval from Avraham Marilus or Dorit Arad while they are employed by
                                            the Company.

    



 




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	Company
    Marketing 	 	The
                                            Company shall endeavor to conduct routine meetings in conjunction with Todos regarding the
                                            marketing and promotion of the activities of the Companywith Dorit and Avraham included in
                                            such meetings that relate to 3CL.

                                                                      

	Company
    hires, budget & credit line	 	It
                                            is agreed that the Company shall endeavor to hire a COO and an additional executive to further
                                            the business of the Company.

     

    TODOS
    shall provide assistance and endeavor to secure working capital finance (beyond and apart from the $10m investment) as needed to
    the Company in order to be able to fulfill any purchase orders.

     

	“Go
                                            Public” Transaction:

     
	 	The
                                            Company agrees that it will endeavor to complete a “go-public” transaction or
                                            any other form of M&A transaction resulting in a financial “exit” within
                                            9 months of execution of Final Closing Documents (“Go-Public Transaction”).

                                                          

    If
    at the end of 12 months from Final Closing Documents, no Go Public Transaction has taken place and the $10 million Threshold has
    not been reached, NLC Pharma shall be granted additional options or common stock so that NLC Pharma shall be entitled to own and
    retain a stake in the Company with the equivalent of 40% on a fully diluted basis,

     

    In
    the event of a change of control at Todos resulting from a merger or takeover transaction and/or in the event of the disposition
    of substantially all of the assets at Todos, Shareholders of the Company other than Todos shall be entitled to tag along rights with
    regards to their stake in the Company, with such shareholders receiving an equitable portion of such transaction.

     

    The
    Parties shall determine a method by which NLC shall be granted convertible warrants/options to exchange/redeem Company shares for
    TODOS shares.

     

	Liabilities:
    	 	NLC
    shall warrant and represent that the Assets are transferable free and clear of any third party liens and liabilities. 


 




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Project
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	 	 	Both
                                            NLC Pharma and TODOS Medical shall transfer and assign all existing commercial contracts,
                                            orders, leads, and privileges relating to the Assets and/or the business of the Company as
                                            such will be conducted.

                                                                                 

	Closing
    Date:	 	It
                                            is expected that the Closing shall occur on or before December 15, 2021, or such other time
                                            agreed to by the parties.

     

	Governing
    Law:	 	The
                                            Transaction and related Transaction documents shall be governed by and construed in accordance
                                            with the internal laws of the State of New York.

     

	No
    Shop	 	Neither
                                            NLC Pharma, nor any agent, officer, director, trustee or any representative of any of the
                                            foregoing, will, during the period commencing on the date of this Agreement and ending with
                                            the earlier to occur of the Closing Date or the termination of this Agreement in accordance
                                            with its terms, directly or indirectly: (i) solicit or initiate the submission of proposals
                                            or offers from any person or entity for, (ii) participate in any discussion pertaining to,
                                            or (iii) furnish any information to any person or entity other than TCLS/Todos or its authorized
                                            agents relating to, any acquisition or purchase of all or a material amount of the assets
                                            of, or any equity interest in, NLC Pharma or a merger, consolidation or business combination
                                            of NLC Pharma.

                                                                               

	Conditions
    Precedent:	 	This
    Transaction is subject to: (a) the completion of the Transaction Documents reasonably acceptable to Todos and NLC Pharma, (b) the
    completion of due diligence acceptable to both Parties (c) the execution of employment agreements between the Company and Dr. Dorit
    Arad and Avraham Marilus 
	 	 	 
	Employment
    Agreements	 	The
    Company shall offer each of Dr. Dorit Arad and Avraham Marilus employment agreements for a minimum of 24 months on mutually acceptable
    terms, which will specify the terms and conditions of their employment, with the Company that will be executed in conjunction with
    the execution of Final Closing Documents. For each of Dr. Arad as CTO and Mr. Marilus as CMO/EVP BD, the annual base salary is expected
    to be $* for each employee with customary executive benefits to be mutually agreed to upon and participation in Todos’ employee
    stock option plan in Israel through the reservation of fully vested restricted stock units (RSUs) covered under the Todos approved
    registration equal to the greater of * Ordinary shares of Todos Medical or a number of RSU’s equal to $* million worth of Ordinary
    shares of Todos Medical in a number of shares based on the price immediately prior to the execution of Final Closing Documents with
    such RSUs to be divided equally between Dr. Arad and Mr. Marilus with such RSUs being actionable immediately. 
	 	 	 
	Binding
    Provisions:	 	The
    terms of this Agreement shall be binding on all parties until such time as Final Closing Documents are executed. Todos and the Company
    shall have the right to withdraw its offer without penalty in the event it is unsatisfied with any of its due diligence, specifically
    related to the validity and ownership of the Assets or if Todos and the Company discovers any material adverse items in its due diligence
    process. NLC Pharma shall have the right to renegotiate any amounts of equity or equity-linked instruments in Todos to be received
    by NLC Pharma or any employees of the Company that are hired at Closing as part of this Transaction, with such renegotiation being
    limited to any difference in dollar value after the 30-day period has culminated. 


 


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Project
3CL


 


AGREED
AND ACCEPTED AS OF November ____, 2021


 


	3CL
    Sciences Ltd. 	 
	 	 
	

    By:

    
		 
	Name:	Avraham
    Marilus	 
	Title:
    	CEO	 
	 	 	 
	NLC
                                            Pharma, Ltd.

    
	 
	 	 
	By:

    
	 	 
	Name:	Dorit
    Arad	 
	Title:
    	Chief
    Executive Officer	 
	 	 	 
	Todos
                                            Medical Ltd.

    

    

    
	 
	 	 
	By:	 	 
	Name:	Gerald
    Commissiong	 
	Title:	Chief
    Executive Officer	 


 




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PROJECT
3CL  


 





Schedule
A


 


Cash
Payments 


 


		1.2.1	$2
                                            million in Cash Payments. Todos shall deliver to NLC non-refundable cash payments
                                            equal to the greater of 20% of capital raised into the Company or the following schedule:



 


		1.2.1.1	At
                                            the Closing Date: $440,000
		1.2.1.2	At
                                            the three (3) months anniversary of the Closing Date: $320,000
		1.2.1.3	At
                                            the six (6) months anniversary of the Closing Date: $320,000
		1.2.1.4	At
                                            the nine (9) months anniversary of the Closing Date: $320,000
		1.2.1.5	At
                                            the twelve (13) months anniversary of the Closing Date: $320,000
		1.2.1.6	At
                                            the fifteen (16) months anniversary of the Closing Date: $280,000



 


In
the event the Company is unable make any of the payments as described above, Todos shall guarantee such payment through the issuance
of Todos Ordinary shares equal to 120% of the value of such payment based on the closing price of Todos Ordinary shares on the day immediately
prior to issuance.




 






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PROJECT
3CL 


 


Schedule
B


 


Equity
Interest Breakdown in the Event of Additional Capital Provided through NLC 


 


In
the event that Todos a) fails to provide a total of $10 million of direct investment into the Company, or b) is unable to provide payments
as outlined in Schedule A, then NCL Pharma shall have the right to bring in additional capital into 3CL and such investment shall reduce
Todos’ equity interest in the Company by up to 30% before proportional dilution with Sellers having the right to bring in any additional
capital to total and aggregate of $10 million beginning after 6 months from the signing of this agreement. The schedule of potential
dilution shall be as follows:


 


		1)	8%,
                                            provided that Todos has made payments as outlined payments in Schedule A and contributed
                                            a minimum of $7 million but less than $10 million.



 


		2)	17.5%,
                                            provided that Todos has made payments as outlined payments in Schedule A and contributed
                                            a minimum of $5 million but less than $7 million.



 


		3)	22.5%,
                                            provided that Todos has made payments as outlined payments in Schedule A and contributed
                                            a minimum of $4 million but less than $6 million



 


		4)	27.5%,
                                            provided that Todos has made payments as outlined payments in Schedule A and contributed
                                            a minimum of $2.2 million but less than $4 million



 


		5)	30%
                                            if the Todos fails to make payments as outlined in Schedule A and/or contributes less than
                                            $2.2 million. In the event Todos contributes less than $2.2 million after 60 days from execution
                                            of LOI then all commercialization rights for pharmaceuticals based on the Assets shall revert
                                            to NLC.



 




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