Exhibit 10.4 


  


MEMORANDUM OF UNDERSTANDING


Principles of Research and License
Agreement


March 10, 2015


  


The
principles: Yissum owns certain patent/s, rights, know-how and technical data developed by Prof. Simon Benita (the "Researcher")
regarding nanoparticles for topical delivery of active agents (the “Technology”).
Immune Pharmaceuticals Ltd. (the "Company") wishes to receive a license from
Yissum for the commercial development and marketing of the Technology and to sponsor research to be conducted by or under the
supervision of the Researcher in connection with the further development of the Technology.


 


A. Negotiations Period


 


	License
to Technology
	Upon
    the signing of the definitive research & license agreement (the “Definitive Agreement”), the Company
    shall have certain license rights to the Technology, all as set forth therein.
	Negotiations
    Period	The
    Definitive Agreement will be signed no later than six (6) months from the date of execution of this MOU (the “Negotiations
    Period”). This period may be extended by Yissum, in its sole discretion. The Company undertakes to be bound by the
    confidentiality and non-disclosure obligations set out in Appendix B.
	Option/No-Shop
                                         Fee

         
	In
    consideration for Yissum not offering the Technology within the Field (as defined below) to any third party during the Negotiations
    Period, the Company shall pay Yissum a non-refundable fee of $20,000 (Twenty Thousand US Dollars) (“Option/No-Shop
    Fee”) If the Company executes a Definitive License Agreement, it will be entitled to utilize this Option/No Shop
    Fee amount as a credit towards Company’s payment, if any, for Sponsored Research. 
	Due
    Diligence/Evaluation during the Negotiations Period	During
    the Negotiations Period, the Company shall conduct whatever due diligence and evaluation of the Technology as it sees fit.
    Yissum and the Researcher will provide reasonable cooperation to the Company.
	Lapse
of Negotiation Period 

         

         
	If
    the Definitive Agreement shall not be signed by the end of the Negotiations Period (including any extension), Yissum and the
    Researcher shall be free of any obligations to the Company, except for the obligations set forth in the paragraphs entitled
    "Confidentiality". The Company shall have no claim to any intellectual property developed by the Researcher
    during the Negotiations Period.  No amounts paid by the Company to Yissum in connection with the Option/No-Shop Fee will
    be refundable.


 


B. Terms of License


	Type
    of License	Exclusive
    in the Field (with right to grant sublicenses upon Yissum's prior approval, which approval shall not be unreasonably withheld))
    to develop and commercialize the Licensed Technology in the Field in the Territory (the "License")
	Field
    of Use:	Topical
    delivery of Amiket, a combination of amytriptine and ketamine for the treatment of pain,  only by means of biodegradable
    nanoparticles (the "Field"). For the avoidance of doubt, the Field does
    not involve any mechanism for delivery except topical of Amiket and each of its components or drugs of the same class. Should
    Company wish to develop Products outside the Field, the parties will have to negotiate a separate licensing agreement.
	Territory	Worldwide
    (the "Territory")



  



    	 



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	Term
    of License 	The
    License will expire, on a country-by-country basis, upon the later of the date of expiration of the last valid Licensed Patent
    in such country or the end of a period of 15 years from the date of making the First Commercial Sale of the last Product to
    enter the market in such country. Should the Licensed Patents expire prior to 15 years from the date of the First Commercial
    Sale in a particular country or countries, the License in that country or those countries shall be deemed a License to the
    Know-How.
	Licensed
    Technology	The
    Licensed Technology shall consist of the Licensed Patents, the Know-How and the Research Results (the "Licensed
    Technology").
	Licensed
    Patents	The
    patent application currently entitled: NANOPARTICLES FOR DERMAL AND SYSTEMIC DELIVERY OF DRUGS  (Yissum’s
    Ref: 3451) detailed in Appendix A and all patent applications or registered patents, any patent application that claims priority
    therefrom; all divisions, continuations, continuations-in-part, re-examinations, reissues, substitutions, or extensions, including
    European Supplementary Protection Certificates (“SPCs”), and any and all patents issuing from, and inventions,
    methods, processes, and other patentable subject matter disclosed or claimed in, any and all of the foregoing, all to be listed
    on an appendix to the Definitive Agreement.
	Know-How	Any
    information, ancillary materials, results, devices and/or know-how in the Field, developed by the Researcher at the Hebrew
    University (“University”), solely and directly related to the Licensed Patents , but not appearing in the
    Licensed Patents, prior the execution of the Definitive Agreement, belonging to Yissum (the "Know-How").
    
	Research
    Results	The
    results of any research funded by the Company and conducted by or under the supervision of the Researcher in connection with
    the Licensed Technology, pursuant and subsequent to the execution of the Definitive Agreement (“Sponsored Research”),
    including any patent applications and patents, information, material, results, devices and/or other know-how arising from
    the research (the "Research Results").
	Product(s)	Any
    product, process or service that comprises, contains or incorporates the Licensed Technology and/or the Development Results
    or any part thereof, or that uses the Licensed Technology and/or the Development Results as a basis for subsequent
    modifications that are standard in drug development or in drug delivery.
	Reserved
    Rights	Notwithstanding
    the grant of the License, Yissum, on behalf of the University, shall retain the right (i) to make, use and practice the Licensed
    Technology for the University's own internal research, educational and clinical purposes; (ii) to license and/or otherwise
    convey to other academic and not-for-profit research organizations for no charge other than shipping fees the Licensed Technology
    for use in non-commercial research; and (iii) to license and/or otherwise convey to any organization the Licensed Technology
    for research and development relating to commercial applications outside the Field; provided that the Company shall  have
    a right of first offer on any such use.
	Sublicenses	The
    Company may sublicense its rights under the License, provided that the Company requests and receives Yissum's prior approval
    of the sublicense agreement, which shall not be unreasonably withheld or delayed. The
    Company shall ensure that any sublicense shall include terms that make the sublicense dependent on the continued existence
    of the Definitive Agreement and that bind the sublicensee to observe the relevant material terms of the Definitive Agreement,
    including the obligation to maintain appropriate insurance



 






    	 



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	Consideration
    	·  Annual
                                         License Maintenance Fee of $30,000 beginning 5 years after the execution of the Definitive
                                         Agreement. The Annual License Maintenance Fee shall increase by 30% each year, up to
                                         a maximum of $100,000 per year. An Annual License Maintenance Fee, once paid, may be
                                         credited by the Company against Royalties and/ or Milestone Paymentsdue within the same
                                         calendar year in which the Annual Maintenance Fee was paid.

         

        ·  Royalties
        on net sales of products by the Company, an Affiliate or a Sublicensee in the amounts of:

          

        o     3%
        on all Products except that: (a) if there is generic competition in a particular country, then the Royalties for that
        particular country will be reduced to 1.5%; and (b) if there is no patent application or patent in force anywhere in the
        world, then the Royalties will be reduced to 1.5% world-wide.

         

        ·  Sublicense
        Fees: 

        o    12%
        of any non-sales related consideration, except any direct equity financing at market value or reimbursement of R&D
        costs actually expended by the Company, received by the Company from a sublicense or an option to receive a sublicense
        for Products and/or Licensed Technology.

          

        ·  Milestone
        Payments:

        For any Product reaching a milestone
        as follows, the Company shall pay milestone payments (“Milestone Payments”) as follows:

        ·     $60,000
        upon IND/IMPD (EU equivalent to IND) submission

        *  $90,000 upon first patient enrolled in Phase I.

        *  $250,000 upon first patient enrolled in Phase II

        *  $500,000 upon first patient enrolled in Phase III

        * $400,000 upon FDA acceptance of an NDA

        ·
            $ 200,000 upon EMA acceptance of an MAA

        * $2,000,000 upon first commercial sale in the US.

        * $1,000,000 upon first commercial sale in EU

        ·     In
        the event that for any of the above milestones the Company receives consideration from a sublicensee for the particular
        milestone achievement, then the Company shall pay Yissum the higher (not both) of: (a) the amount of the particular Milestone
        Payment; or (b) the amount of the Sublicense Fees that are due for such sublicensee consideration paid to the Company.

	 	Quarterly
    reporting, beginning after the earlier of a First Commercial Sale of a Product or the execution of a sublicensing agreement,
    on all Product sales of the Company, its Affiliates or Sublicensees. Yissum shall have access to Company’s records at
    reasonable times and upon reasonable prior notice and the right to audit these records once annually and shall have the right
    to require the Company to cause the audit of its Sublicensees.



 






    	 



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	Sponsored
    Research	·     Company
                                         to fund Sponsored Research by or under the direction of the Researcher in connection
                                         with the development of the Licensed Technology.

        ·     Sponsored
        Research to be conducted pursuant to a written research plan arrived at between the Researcher and the Company (the "Research
        Plan").

        ·     The
        budget for the Sponsored Research shall be a minimum of $300,000 (inclusive of overhead) for the first year plus VAT and
        any other applicable taxes, (the "Budget"). Sponsored Research fees will be paid quarterly after signature
        of the Definitive Agreement at the beginning of each quarter (October 1, January 1, April 1, July 1) during the duration
        of the Sponsored Research. For the avoidance of doubt, the Company understands that no Research will begin until the receipt
        by Yissum of the first payment of such Sponsored Research fees.

        ·     The
        Research Plan and Budget shall be reviewed and approved by the parties on an annual basis, and any change shall be subject
        to the agreement of the parties.

        ·     Yissum
        and/or HUJI shall be entitled to obtain additional finance for the Sponsored Research from third parties (including by
        way of grants) provided that such additional finance does not impair the Company’s rights under the License.

        ·     The
        Research Results shall automatically be included in the Licensed Technology.

        ·     Any
        consulting-like agreement with or grant of benefits of any kind to the Researcher by the Company in the past shall be
        disclosed to Yissum and any such new consulting-like agreement shall be accomplished only through a written agreement
        with Yissum.

        ·     During
        the conduct of the Sponsored Research, Yissum shall submit to the Company reports twice yearly of the progress, results,
        significant findings and/or major issues of the Sponsored Research, as shall be further defined in the Definitive Agreement.

	Development
    Due 

Diligence	·     The
                                         Company shall be responsible for the diligent development of the Licensed Technology.

        ·     A
        steering committee made up of 2 representatives of the Company and 2 representatives of Yissum shall be established to
        monitor the Company's development efforts and shall meet at least once every 6 months.

        ·     Within
        60 days from the start of the Negotiation Period, the Company shall prepare and present to Yissum a written development
        plan setting forth the development and commercialization efforts it will undertake for the commercial exploitation of
        the Technology (“Development Plan”), which will be subject to Yissum’s approval and will be an
        annex to any Definitive Agreement.

        ·     The
        Company shall prepare and present to Yissum a written development report every 6 months from the execution of the Definitive
        Agreement setting forth the activities and achievements of the Company in the development and commercialization of the
        Licensed Technology. Such report shall include any changes made to the Development Plan.

        ·     The
        results of activities carried out by the Company or by third parties at the direction of the Company (other than Sponsored
        Research or other activities conducted by the Researcher or any other University employee) pursuant to the Development
        Plan, including any invention, patent or patent application, product, material, method, process, technique, know-how,
        data, information or other result which do not form part of the Licensed Technology, discovered in the course of or arising
        from the performance of the Company’s development work, including any regulatory filing filed, or approval obtained,
        by the Company, an Affiliate or Sublicensee in respect of the Products, as well as any information, material, results,
        devices and know-how arising therefrom (the "Development Results").

        ·     The
        Company's failure to meet the milestones of the Development Plan and to demonstrate commercially reasonable diligence
        in developing the Licensed Technology shall be a material breach of the Definitive Agreement, which, if not cured, shall
        result in the termination of the Definitive Agreement.




  



    	 



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	Ownership/Title	·     All
                                         rights in the Licensed Technology shall be solely owned by Yissum, and the Company shall
                                         hold and make use of the rights granted pursuant to the License solely in accordance
                                         with the terms of the Definitive Agreement.

        ·     All
        rights in the Development Results shall be solely owned by the Company, except to the extent that an employee of the University,
        including, but not limited to, the Researcher, is properly considered an inventor of a patentable invention arising from
        the Development Results, in which case such ownership shall be held jointly and exclusively by the Company and Yissum,
        as appropriate. Yissum will have the exclusive right to sublicense such jointly owned Development Results outside the
        Field upon the prior written approval of the Company only, which approval shall not be unreasonably withheld, provided
        that Yissum shall pay the Company 18% of any consideration received by Yissum from any third party in connection with
        such jointly owned Development Results outside the Field. For the avoidance of doubt it is stated that should such third
        party consideration be paid for the jointly owned Development Results together with other information, materials, know-how
        or technology, the Company’s 18% share shall be from the amount of consideration apportioned only to the jointly
        owned Development Results.

	Patents	·
                                             Yissum will be responsible for prosecuting and maintaining all patents and patent
                                         applications at the Company's cost, in consultation with the Company, including a consideration
                                         of costs of such actions. The Company agrees to have the responsible patent counsel bill
                                         it directly for such costs.

        ·     All
        Licensed Patents will be registered in the name of Yissum. Where patents arise from the Development Results, patents shall
        be registered in the name of the Company, unless an employee of the University is properly to be considered an inventor,
        in which case the patents shall be registered jointly in the names of the Company and Yissum.

        ·     Upon
        the execution of the Definitive Agreement, the Company shall execute a letter of conditional assignment according to which
        in the event the Company shall cease operations and/or shall be liquidated or shall fail to pay the expenses of the prosecution
        or maintenance of any joint patents or otherwise be in material breach of the Definitive Agreement, its interest in such
        joint patents shall be assigned automatically to Yissum; provided that in any such events Yissum shall pay the Company
        18% of any consideration received by Yissum from any third party in connection with such joint patents.

        ·     The
        Company shall have primary responsibility for enforcing and defending infringement actions concerning the Licensed Patents.

	Confidentiality	Standard
    confidentiality provisions in connection with the Licensed Technology, the Company’s IP and business, including Yissum/HUJI
    employees’ and consultants’ undertakings.



  



    	 



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	Publications	Standard
    terms of freedom of Yissum/University to publish details of the Research and the Licensed Technology subject to the Company’s
    prior written consent which the Company may reasonably withhold solely to delete Company confidential information and to allow
    for the filing of patent applications or other IP protection, but in no event for a period longer than 90 days from the day
    that the Researcher sent the said publication to the Company, after which publication will be automatically permitted.  
	Liability
    and Indemnity 	No
    warranties given by Yissum. The Company to hold harmless and indemnify Yissum, the University and their employees in connection
    with any liability arising from the use of the Licensed Technology.
	Insurance	The
    Company shall maintain appropriate levels of insurance commensurate with the nature of its business. 
	Termination	Standard
    termination terms.
	Binding	The
                                         terms of this MOU represent a binding agreement between the Parties. However, it is not
                                         a complete agreement and additional matters not addressed or decided upon here will be
                                         negotiated and included in the Definitive License Agreement by the Parties.

         



 


 


IN WITNESS WHEREOF THE PARTIES BELOW HAVE
SIGNED THIS MEMORANDUM OF UNDERSTANDINGS AS OF THE DATE WRITTEN ABOVE:


 





	YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.	 	THE COMPANY
	 	 	 	 	 
	 	 	 	 
	By:	Yaacov Michlin, CEO 	 	 
	Ariela Markel M.Sc, MBA, VP Licensing, Biotechnology	 	By:	Dr. Daniel Teper
	Title:	 	 	Title:	CEO







  


 


The undersigned, Professor Simon Benita,
has reviewed, is familiar with and agree to all of the above terms and conditions. I hereby undertake to cooperate fully with
Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth herein.


  





	Simon Benita	 	3/12/15
	Prof. Simon Benita	 	Date signed







  




    	 



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Appendix
A


Licensed
Patents


 


 


	Family:	3451 	Title:	NANOPARTICLES FOR DERMAL AND SYSTEMIC DELIVERY
    OF DRUGS  


  


 


 





	Inventor	 	University	 	Faculty	 	Department
	 	 	 	 	 	 	 
	Badihi Amit	 	HUJI	 	School of Pharmacy	 	Institute for Drug Research
	Karra Nour	 	HUJI	 	 	 	 
	NASSAR Taher	 	HUJI	 	 	 	 
	Benita Simon	 	HUJI	 	School of Pharmacy	 	Pharmaceutics







 


 









	Application	 	Publication	 	Patent
	Patent ID	 	Status	 	Country	 	Date	 	Number	 	Date	 	Number
	 	 	 	 	 	 	 	 	 	 	 	 	 
	3451-00	 	Expired	 	US	 	21/01/2009	 	61/202,021	 	 	 	 
	3451-01	 	Expired	 	US	 	22/01/2010	 	61/297,314	 	 	 	 
	3451-03	 	Expired	 	US	 	24/01/2011	 	61/435,674	 	 	 	 
	3451-06	 	Exhausted	 	PCT	 	24/01/2012	 	PCT/IL2012/050020	 	02/08/2012	 	WO 2012/101639
	3451-10	 	Filed	 	Australia	 	24/01/2012	 	2012210179	 	 	 	 
	3451-11	 	Filed	 	Canada	 	24/01/2012	 	2,825,016	 	 	 	 
	3451-12	 	Examination	 	China	 	24/01/2012	 	201280014801.2	 	 	 	 
	3451-13	 	Examination	 	Europe	 	28/02/2014	 	12707143.9.	 	 	 	 
	3451-14	 	Filed	 	India	 	24/01/2012	 	5974/CHENP/2013	 	 	 	 
	3451-15	 	Filed	 	Israel	 	24/01/2012	 	227591	 	 	 	 
	3451-16	 	Filed	 	Japan	 	24/01/2012	 	2013-549936	 	 	 	 
	3451-17	 	Filed	 	Korea	 	24/01/2012	 	10-2013-7022185	 	 	 	 
	3451-18	 	Examination	 	US	 	24/01/2012	 	13/981,207	 	20/03/2014	 	US-2014/ 0079642







  



    	 



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Appendix
B


Confidentiality
and Non-Disclosure Agreement


 


Made and entered into in Jerusalem on
March 10, 2015 (“Effective Date”)


 


Between: 


Yissum
Research Development Company of


The
Hebrew University Of Jerusalem Ltd.


Hi Tech Park, Edmond
J. Safra Campus


Givat Ram, PO Box
39135


Jerusalem 91390, Israel
("Yissum");


 


and Between:


Immune Pharmaceuticals
Ltd.


430 East 29th
Street, New York, NY 10016


    ("Company");


 


Whereas: 


Yissum
has in its possession certain confidential and/or proprietary ideas, know-how, data, information and/or materials of a scientific,
technical or business/ commercial nature in a tangible or intangible format, whether written, oral, electronic or otherwise, (the
"Confidential Information"), relating to the following project: 


Topical
delivery of Amiket, a combination of amytriptine and ketamine for the treatment of pain, by means of biodegradable nanoparticles
(Researcher Simon Benita)


    (the:
“Project”);


 


and Whereas: 


The
Company is interested in receiving Confidential Information in order to evaluate such Confidential Information for the sole purpose
of promoting a mutually beneficial relationship with Yissum with respect to the Project (the “Purpose”);


 


Therefore,
it is agreed as follows:


 


1.The above recitations constitute
an integral part of this Confidentiality and Non-Disclosure Agreement (“Agreement’).


 


2. Employees, directors, contractors,
and/or other representatives of Company (“Representatives”) have received, or will receive, from Yissum written,
electronic and/or oral disclosures in connection with the Project and in furtherance of the Purpose. Subject to clause 3 below,
all such disclosures shall be safeguarded by the Company and its Representatives in strict confidence as Confidential Information.


 


3.


a.The Company undertakes to hold in
confidence all of the Confidential Information, disclosed to Company and/or its Representatives by Yissum, for a period of seven
(7) years from the Effective Date or from the date of disclosure of any Confidential Information, the later of the two (“Confidentiality
Term”). The Confidentiality Term for Confidential Information disclosed prior to the Effective Date shall terminate
seven (7) years after the Effective Date.


 






    	 



    	- 9 -



    

 


b.Information shall not be considered
Confidential Information if it can be proven by the Company that such information:


		i.	Was
                                         in the Company's possession prior to disclosure and was not acquired, or obtained directly
                                         or indirectly, from Yissum;



		ii.	Was
                                         at the time of the disclosure by Yissum in the public domain or entered the public domain
                                         after such disclosure, by publication or other documented means, through no act or fault
                                         of the Company or any of its Representatives;



		iii.	Was
                                         received by the Company from a third party having legal right to transmit the same and
                                         is not the subject of any restriction on disclosure imposed by that third party upon
                                         the Company or to the best of the Company's knowledge, imposed upon such third party;
                                         or



		iv.	Was
                                         required by law to be disclosed to a governmental or regulatory authority, provided however
                                         that the Company promptly notifies Yissum in writing of such, limits the disclosure to
                                         the extent permitted under law and exercises all reasonable efforts to obtain reliable
                                         assurance that confidential treatment shall be accorded the disclosure.



 


Notwithstanding the above, information
shall not be regarded as in the public domain or known to the Company if individual components of the information relating to
the idea are in the public domain or known to the Company, but the particular compilation of information is not public knowledge,
in the public domain or so known.


 


4.


a.The Company undertakes to carefully
safeguard the Confidential Information in order to prevent improper disclosure and loss in violation of this Agreement (“Improper
Disclosure”), and undertakes to take all reasonable care necessary to keep any and all such information confidential
in compliance with this Agreement. In the event of any Improper Disclosure, the Company undertakes to give immediate written notice
thereof to Yissum.


 


b. The Company undertakes to limit
access to the Confidential Information under its control solely to the Company's Representatives whose access to the Confidential
Information is essential for the Purpose.


 


c.The Company undertakes that it shall
be liable for its Representatives maintaining absolute confidentiality with regard to all Confidential Information, and shall
ensure that all of its Representatives execute a non-disclosure agreement with terms substantially similar to those contained
herein prior to their receipt of any Confidential Information.


 


5.The Company undertakes that it will
not, derive, directly or indirectly, from the possession or use of the Confidential Information, any right, title or interest
therein, nor claim any legal right, either by means of patent applications or otherwise, with regard to products, services, methods
or processes derived or based upon the Confidential Information. The Company represents that the purpose of receiving any patent
applications or other patent related information from Yissum is not, and shall not be, to form a basis for filing patent applications
or instituting any other proceeding in any patent office or court.


 






    	 



    	- 10 -



    

 


6.Within 6 (six) months from the date
of receipt of any Confidential Information (and any extension of such period mutually agreed to in writing by Yissum and the Company),
the Company shall evaluate such Confidential Information and shall advise Yissum in writing of the results of the evaluation.
The Company undertakes to return to Yissum the entire Confidential Information and all related documentation, including without
limitation all materials incorporating or integrating any Confidential Information in whole or in part, such return to take place
immediately after finalizing its evaluation or within 14 days of being required by Yissum, the earlier of the two.


 


7.For the avoidance of any doubt,
it is hereby clarified that this Agreement does not constitute a license to use the Confidential Information other than for evaluation
to achieve the Purpose, and shall not in any way commit Yissum to enter into any other agreement or arrangement with the Company.
All of the Confidential Information is being provided “as is” by Yissum, and Yissum does not provide any warranties
or representations, express or implied, as to the accuracy, completeness and/or usefulness of the Confidential Information or
otherwise.


 


8.The
provisions of this Agreement and everything concerning the relationship between the parties in accordance with this Agreement
shall be governed by Israeli law, and Yissum and the Company each agrees to submit to the exclusive jurisdiction of the appropriate
court in Jerusalem, Israel.


 


9.Yissum
and the Company each acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm, thereby entitling
the non-breaching party to seek and to receive injunctive relief without proof of actual damages, this in addition to all other
legal remedies available.


 


10.This
Agreement shall be in force for a period of 7 (seven) years from the Effective Date. All of the confidentiality and non-disclosure
obligations set out herein shall apply to Confidential Information (if any) disclosed prior to the Effective Date, shall survive
Agreement termination and shall bind the Parties for the entire period of the Confidentiality Term related to the particular disclosure.


 


 


In witness hereof, the parties have attached
their signatures:


 





	
        Authorized signature
of the Company
	 	Authorized representative of Yissum
	 	 	 
	Signature:  Yaacov Michlin, CEO of Yissum	 	Signature:  Dr. Daniel Teper, CEO
	 	 	 
	Ariela Markel M.S.c, VP Licensing, Biotechnology	 	Name & Title:
	 	 	 
	
        Name & Title: