EXHIBIT
10.1


 


FEASIBILITY
STUDY AND OPTION AGREEMENT


 


This
Research and Option Agreement (“Agreement”) made in Jerusalem and bearing the effective date of September 7th,
2017 (“Effective Date”), is by and between YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY
OF JERUSALEM LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”) and
Carina Powder LTD, of 20 Raul Wallenberg Tel Aviv (the “Company”).


 


	WHEREAS:	the
    rights and title to all inventions and research results of scientists of the Hebrew University of Jerusalem (“HUJ”)
    vest solely with Yissum; and
	 	 
	WHEREAS:	the
    Company wishes to fund, and Yissum has agreed to obtain the performance of certain Feasibility Study as defined below, relating
    to the Yissum research entitled “Powder Formulations of Cannaboid Oil”; and, if such Feasibility Study is successful,
    to consider obtaining, subject to its sole discretion, a license to the Study Results (as defined below) in accordance with
    commercial terms listed in Appendix A and the terms of the License Agreement which is attached as Appendix C; and
	 	 
	WHEREAS:	Yissum
    agrees to perform the Feasibility Study, and to grant the Option (as defined below) to the Company, all in accordance with
    the terms and conditions of this Agreement; and


 


NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:


 


Interpretation and Definitions


 


	 	1.1.	The
    preamble and appendices annexed to this Agreement constitute an integral part hereof and shall be read jointly with its terms
    and conditions.
	 	 	 
	 	1.2.	In
    this Agreement, unless otherwise required or indicated by the context, the singular shall include the plural and vice-versa,
    the masculine gender shall include the female gender, the use of the word “or” shall mean “and/or”
    and the use of the word “including” shall mean “including without limitation).
	 	 	 
	 	1.3.	In
    this Agreement, capitalized terms shall have the meaning set forth herein:


 


	 	1.3.1.	“Feasibility
    Study” shall mean the feasibility study to be conducted by the Researcher pursuant to the Feasibility Study Program.
	 	 	 
	 	1.3.2.	“Study
    Period” shall mean three (3) months from the date the Company provided Yissum with written notice of its readiness
    to commence the Feasiblity Study, which shall be provided to Yissum within 3 months from the Effective Date.
	 	 	 
	 	1.3.3.	“Feasibility
    Study Program” shall mean the program under this Agreement pursuant to which the Feasibility Study shall be carried
    out and conducted by the Researcher, as per Appendix B of this Agreement.
	 	 	 
	 	1.3.4.	“Researcher”
    shall mean Prof. Shlomo Magdassi, or such other person(s) as appointed from time to time by Yissum to supervise and to
    perform the Research, if applicable, after consulting with the Company and subject to its consent .
	 	 	 
	 	1.3.5.	“Study
    Results” shall mean all work product and results (including all information, material, results, devices, solutions,
    know-how and intellectual property) first generated by and during the Feasibility Study.


 


2.
Feasibility Study



 


	 	2.1.
    	The
    Company hereby undertakes to finance performance of the Feasibility Study in accordance with the Feasibility Study Program
    or any amendment thereof. Such financing shall be, subject to any earlier termination of the Feasibility Study pursuant to
    section 2.2, below, in an amount of $30,000 (Thirty Thousand US Dollars) plus VAT (inclusive of overhead) (the “Study
    Fee”) payable in three (3) monthly installments of $10,000 each, the first to be made upon the commencement of the
    Study Period and thereafter at the beginning of each month . The Study Fee will not exceed $30,000 also in the event the Study
    Period is extended.


 




    	 



    	 



    

 


	 	2.2.
    	The
    Feasibility Study shall be conducted by and under the supervision of the Researcher. Should the Researcher be unable to complete
    the Feasibility Study for any reason, Yissum shall notify the Company in writing of the identity of a suitable replacement
    researcher. If the Company does not object in writing to the replacement of a researcher on reasonable grounds within thirty
    (30) days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company
    shall have the right to terminate for convenience the Feasibility Study being conducted by the Researcher who is no longer
    able to complete such Feasibility Study, provided that (1) no monies paid to Yissum for the Feasibility Study pursuant to
    the schedule set forth in Appendix 13 will be refundable; and (ii) the Company shall be responsible for the payment of any
    accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments
    entered into by Yissuin prior to having received the Company’s written notice of termination. For the avoidance if any
    doubt, the Company shall not be required to pay any balance of the Study Fee to Yissum other than set forth in this Section
    above.
	 	 	 
	 	2.3.	Within
    sixty (60) days of the end of the Study Period, Yissum shall present the Company with a written report from the Researcher
    summarizing the results of the Feasibility Study during the Study Period (the “Scientific Report”).


 


3.
Option to License the Study Results; Ownership of the Study Results



 


	 	3.1	License
    Agreement terms), worldwide royalty-bearing license to Yissum’s interest in the Study Results in the field of production
    of powders from Cannabinoid oil (the “License”) upon the commercial terms listed in Appendix A and other
    terms and conditions set forth in a license agreement to be finally negotiated between the Parties (the “License
    Agreement).
	 	 	 
	 	3.2	The
    Company may exercise the Option at any time from the Effective Date up to and including ninety (90) days from the Company’s
    receipt of the Scientific Report (the “Option Exrecise Period”) by notifying Yissum in writing that the
    Company desires to receive the License (the “Option Exercise Notice”).
	 	 	 
	 	3.3	Within
    10 days from the date of Yissum’s receipt of the Option Exercise Notice within the Option Exercise Period, Yissum
    and the Company shall negotiate the final terms and conditions of the License Agreement during a period of up to ninety (90)
    days (the “Negotiation Period”).
	 	 	 
	 	3.4	All
    rights in the Study Results, including in any patent applications in connection with the Study Results that may be filed,
    shall be owned by Yissum unless an employee of the Company is properly considered an inventor of any patent application so
    filed, in which event such patent application shall be owned jointly by Yissum and the Company (“Joint Patents”).
    All rights in any other intellectual property developed solely by the employees or representatives of one Party shall
    belong exclusively to such Party.
	 	 	 
	 	3.5
    	Notwithstanding
    the foregoing in Section 3.4, above, should the Company not exercise the Option within the Option Exercise Period or the Parties
    fail to execute a License Agreement within the Negotiation Period, (i) neither Yissum nor the Researcher shall have any further
    obligations towards the Company with respect to the Study Results, whether solely owned by Yissum or jointly held with the
    Company and (ii) the Company shall not use any of the approaches presented by the Researcher or the Study Results, to establish
    further research and development with a different entity or researcher, without the prior written approval of Yissum. In such
    event, the Company agrees to take all reasonably necessary actions to assign its interest in any Joint Patent to Yissum without
    any compensation to be paid by Yissum to the Company. Thereafter, Yissum shall be entitled to commercialize or otherwise grant
    third parties any right or title in and to the Study Results according to Yissum’ sole discretion and without any further
    obligation to the Company.
	 	 	 
	 	3.6
    	From
    the Effective Date to the later of (a) the end of the Option Exercise Period; and (b) the execution of a License Agreement
    or the expiration of the Negotiation Period, Yissum shall not, directly or indirectly, enter into any discussions or agreement
    with any third party, including any agreement to license, sell or purchase any rights or interests in or to the Study Results,
    nor shall it accept, consider, initiate or negotiate any offer from any other person or entity with respect to a collaboration,
    license, sale, purchase or other business transaction involving the Study Results.


 




    	 



    	 



    

 


4.
Responsibility for the Filing and Funding of Patent Applications Arising from the Study Results 


 


	 	4.1.	Should
    the Company exercise the Option in a timely manner, the Company shall be responsible for ongoing costs in connection with
    the filing, prosecution and maintenance of any patents arising from the Study Results (the “Study Results Patents”).
	 	 	 
	 	4.2.	In
    the event that the Company does not exercise the Option, the Company shall have no further rights whatsoever in the Study
    Results or in any Study Results Patent and shall not bear any costs related to same. In such case, Yissum shall be responsible
    for the filing, prosecution and maintenance of any patents arising from the Study Results, and shall be entitled to license
    such Study Results Patents to any party it so chooses.


 


5.
Confidentiality



 


	 	5.1.	Each
    Party warrants and undertakes to the other that during the term of this Agreement and subsequent thereto, it shall maintain
    full and absolute confidentiality, and shall also be liable for its officers, employees, representatives, or any other persons
    acting on its behalf maintaining absolute confidentiality, concerning all information, details and data which is in or comes
    to its knowledge or that of its officers, employees, representatives, or any other persons acting on its behalf directly or
    indirectly and relating to the Feasibility Study or the business of the other Party. Each Party undertakes not to convey or
    disclose anything in connection with the foregoing to any entity without the prior written permission of the Party which disclosed
    such confidential information.
	 	 	 
	 	5.2.	The
    obligation contained in this section shall not apply to information which:


 


	 	(a)	is
    in the public domain as of the Effective Date or hereafter comes into the public domain through no fault of a Party, its officers,
    employees, representatives or persons acting on its behalf; or
	 	 	 
	 	(b)	a
    Party can demonstrate through tangible evidence was in its possession before receipt from the disclosing Party or its Affiliates;
    or
	 	 	 
	 	(c)	the
    Party can demonstrate through tangible evidence was developed independently by that Party without reference to or reliance
    upon the disclosing Party’s information; or
	 	 	 
	 	(d)	was
    disclosed to the Party without restriction on disclosure by a third party who has the lawful right to disclose such information.


 


	 	5.3.	Notwithstanding
    the above, a Party may disclose details and information to its officers, employees, representatives or persons acting on its
    behalf, and Affiliates as necessary for the performance of its obligations pursuant to this Agreement, provided that it procures
    that such parties execute a confidentiality agreement substantially similar in content to this Section 5 or are bound by confidentiality
    undertakings which are not less stringent than those specified above.
	 	 	 
	 	5.4.	Without
    prejudice to the foregoing, the Company shall not mention the name of the Hal, Yissum or the Researcher unless required by
    law or in connection with prosecuting and/or maintaining the Study Results Patents, in any manner or for any purpose in connection
    with this Agreement or any matter relating to the Feasibility Study, without obtaining the prior written consent of Yissum.
	 	 	 
	 	5.5.	Notewithstanding
    the above, the Company as subsidiary of a public company who is subject to reporting obligations under the US Securities Act
    1934, may be required under the applicable law to disclose to the public reports and information relating to this Agreement
    and/or the Study Report and/or the Study Results and/or the Study Results Patents and/or the patents application and such
    dislosure by the Company will not be deemed a breach of its obligations under this Section 5.
	 	 	 
	 	5.6.	Each
    Party shall be fully accountable and responsible for actions of any of its officers, employees, representatives or persons
    acting on its behalf (including in the case of Yissum, the Researcher and any other employees of HUJ) which constitute a breach
    of this Section 5.
	 	 	 
	 	5.7.	The
    provisions of this section shall be subject to permitted publications pursuant to Section 6, below.


 


6.
Publications



 


Yissum,
subsequent to the execution of this Agreement, shall ensure that no publications in writing in scientific journals, or orally
at scientific conventions, relating to the Feasibility Study are published by it or the Researcher until Yissum, acting in its
sole discretion, has taken the necessary steps to protect any patentable invention being disclosed in such proposed publication.


 




    	 



    	 



    

 


7.
Liability and indemnity



 


	 	7.1.
    	YISSUM
    MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE FEASIBILITY STUDY. IN PARTICULAR, YISSUM MAKES NO WARRANTIES THAT ANY
    RESULTS OR INVENTIONS WILL BE ACHIEVED BY THE FEASIBILITY STUDY, OR THAT THE STUDY RESULTS, IF ANY, ARE OR WILL BE COMMERCIALLY
    EXPLOITABLE OR THAT THE STUDY RESULTS PATENTS, IF ANY, WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS
    OF ANY THIRD PARTY. YISSUM SHALL HAVE NO LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY FOR OR ON ACCOUNT OF ANY
    INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR
    ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY,
    ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE USE OF THE STUDY RESULTS.
	 	 	 
	 	7.2.	The
    Company shall be liable for any loss, injury or damage whatsoever caused to its employees or to any person acting on its behalf
    or to the employees of Yissum, HUI, or to any person acting on their behalf, or to any third party by reason of the Company’s
    acts or omissions pursuant to this Agreement or by reason of any use made of the Study Results.
	 	 	 
	 	7.3.
    	The
    Company undertakes to compensate, indemnify, defend and hold harmless Yissum and Hal, or any person acting on their behalf,
    including, without limitation, any of their employees or representatives (the “Indemnitees”) against any liability
    including, without limitation, product liability, damage, loss or,expenses, including reasonable legal fees and litigation
    expenses, incurred by or imposed upon the Indemnitees by reason of its acts or omissions or which derive from the Company’s
    use of the Study Results.


 


8.
Termination of the Agreement



 


	 	8.1.	Without
    prejudice to the Parties’ rights pursuant to this Agreement or at law, any Party may terminate this Agreement by written
    notice to the other Parties in any of the following cases:


 


	 	8.1.1.	Immediately
    upon such written notice, if: (i) a Party passes a resolution for voluntary winding up or a winding up application is made
    against it and not set aside within sixty (60) days; or (ii) a receiver or liquidator is appointed for a Party and was not
    removed within ninety (90) days; or (iii) a Party enters into winding up or insolvency or bankruptcy proceedings. The Parties
    undertake to notify the other Party within forteen (14) days if any of the abovementioned events occur.
	 	 	 
	 	8.1.2.	Upon
    breach of this Agreement, where such breach has not been remedied within sixty (60) days from the breaching Party’s
    receipt of the written notice of such breach.


 


	 	8.2.	In
    addition to the above, and without prejudice to Yissum’s rights pursuant to this Agreement or at law, Yissum shall be
    entitled to terminate this Agreement upon thirty (30) days prior written notice to the Company in the following circumstances:


 


	 	8.2.1.	Unauthorized
    early termination by the Company of the Research Program or failure to pay the Research Fee as set forth in section 2.3. above;
    or
	 	 	 
	 	8.2.2.	If
    an attachment is made over the Company’s assets or if execution proceedings are taken against the Company and the same
    are not set aside within 90 days of the date the attachment is made or the execution proceedings are taken.


 


	 	8.3.	The
    termination of this Agreement for any reason shall not release the Company from its obligation to carry out any financial
    or other obligation which it was liable to perform prior to the Agreement’s termination.


 


In
addition, Sections 5, 7, 8, 9 and 10 shall survive the termination of this Agreement to the extent required to effectuate the
intent of the parties as reflected in this Agreement.


 




    	 



    	 



    

 


9.
Miscellaneous



 


	 	9.1
    	The
    provisions and interpretation of this Agreement, all matters related to this Agreement and everything concerning the relationship
    between the Parties in accordance with this Agreement shall be governed by Israeli law without application of any conflict
    of law rules. Any dispute arising from this Agreement shall be submitted to the exclusive jurisdiction of the Courts in Jerusalem.
	 	 	 
	 	9.2
    	The
    Company shall not enter into any agreement or arrangement of any kind with the Researcher without Yissum’s prior written
    consent


 


10.
Notices



 


All
notices and communications pursuant to this Agreement shall be made in writing and sent by facsimile or by registered mail or
electronic mail or served personally at the addresses set out in the Preamble to this Agreement or such other address furnished
in writing by one Party to the other. Any notice served personally or by electronic mail shall be deemed to have been received
on the day of service. Any notice sent by registered mail shall be deemed to have been received seven days after being posted
by prepaid registered mail. Any notice sent by facsimile shall be deemed to have been received by the next business day after
receipt of confirmation of transmission.


 


[signatures
on the following page]


 




    	 



    	 



    

 


IN
WITNESS THE HANDS OF THE PARTIES


 


	 	YISSUM
    RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.
	 	 	 
	 	By:	 
	 	Name
    & Title: 	 
	 	 	 
	 	CANNA
    POWDER LTD
	 	 	 
	 	By:	 
	 	Name
    & Title: 	 


 



    	 



    	 



    

 


1
the undersigned,Prof. Shlomo Magdassi, have reviewed, am familiar with and agree to all of the above terms and conditions. f hereby
undertake to cooperate fully with Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth herein.


 


	 	 	 	14-9-17	 
	 	Signature	 	Date	 


 




    	 



    	 



    

 


Appendix
A


Commercial
Terms


 


Royalties:
4% Royalties from Net Sales (as such term is defined in the License Agreement)


 


	 	2.	Sublicense
    Fee: 20% of all Sublicense Consideration received from a Sublicensee (as such terms is defined in the License Agreement)
    (i.e. in the event that the Company sublicenses the process to a third party)


 




    	 



    	 



    

 


Appendix
B


The
Feasibility Study Program


 


The
aim of this study is to evaluate the possibility to convert the cannabis oil into a powder form. This will be achieved by making
an oil-in-water emulsions, in presence of polymers and/or small molecules dissolved in the continuous phase of the emulsion.


 


The
water will be removed first by lyophilization, and if successful, spray-drying will be tested (subject to health/safety). Therefore,
the main activities in the feasibility study will be finding the adequate emulsification process, and finding the suitable water
soluble additives. It should be noted that the emulsification studies may include addition of volatile solvents or various diluents
for the oil.


 


After
performing the feasibility study, if approved, the next R&D project will be tailoring the technology for specific applications
such as oral or nasal delivery system.


 


	YISSUM
    RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.
	 	 	 
	By:	 	 
	Name
    & Title: 	 	 
	 	 	 
	CANNA
    POWDER LTD	 
	 	 	 
	By:	 	 
	Name
    & Title: 	 	 


 



    	 



    	 



    

 


I
the undersigned, Prof. Shlomo Magclassi, have reviewed, am 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.


 





	 	 	 		 
	 	Signature	 	Date	 


 




    	 



    	 



    

 


DRAFT
For discussion purposes only - Not to be referred to as an offer


 


Appendix
C 


LICENSE
AGREEMENT


 


This
License Agreement (“Agreement”) is made in Jerusalem this _______________________ day of 2018 (the “Effective
Date”), by and between:


 


YISSUM
RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram,
Jerusalem 91390, Israel (“Yissum”) of the first part; and Canna Powder Ltd, of 20 Raul Wallenberg, Tel -Aviv ; (the
“Company”), of the second part;


 


(each
of Yissum and the Company, a “Party”, and collectively the “Parties”)


 


WHEREAS:
in the course of research conducted by Prof. Magadassi (the “Researcher”), at the University (as defined in
Section 1 below), the Researcher developed technology of Powder Formulation of Cannaboid Oil as more fully described in the patent
application[s] [and patent[s] listed in Appendix A (collectively, the “Existing Patents); and


 


WHEREAS:
Pursuant to the regulations of the University, the rights and title to all inventions, know-how and the results of research created
by scientists of the University vest solely with Yissum, including the technology developed by the Researcher as aforesaid; and


 


WHEREAS:
The Company has represented to Yissum that (i) the Company is experienced, or engages the appropriate experts who have experience
in the development of products in the Field similar to those to be based on the inventions and the results of research that are
the subject of this Agreement; and (ii) either by itself or through third parties, it has the financial capacity and the strategic
commitment to facilitate the development, production, marketing, sale and distribution of such products; and


 


WHEREAS:
The Company wishes to obtain a license from Yissum for the development and commercialization, in the Field, of the inventions
covered by the Existing Patents, as well as the results of the research conducted under this Agreement; and


 


WHEREAS:
Yissum agrees to grant the Company such a license, all in accordance with the terms and conditions of this Agreement.


 


NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS: 


 


1.
Interpretation and Definitions



 


	1.1.
    	The
    preamble and appendices to this Agreement constitute an integral part hereof and shall be read jointly with its terms and
    conditions.
	 	 
	1.2.
    	In
    this Agreement, unless otherwise required or indicated by the context, the singular shall include the plural and vice-versa,
    the masculine gender shall include the female gender, “including” or “includes” shall mean including,
    without limiting the generality of any description preceding such terms and the use of the term “or” shall mean
    “and/or” and any reference to the term “sale” shall include the sale, lease, rental, or other disposal
    of any Product.
	 	 
	1.3.
    	The
    headings of the Sections in this Agreement are for the sake of convenience only and shall not serve in the interpretation
    of the Agreement.
	 	 
	1.4.
    	In
    this Agreement, the following capitalized terms shall have the meanings appearing alongside them, unless provided otherwise:


 


	 	1.4.1.	“Affiliate”
    shall mean any person, organization or other legal entity which controls, or is controlled by, or is under common control
    with, the Company. “Control” shall mean the holding of more than fifty percent (50%) of (i) the equity,
    or (ii) the voting rights, or (iii) the right to elect or appoint directors.
	 	 	 
	 	1.4.2.	“Development
    Plan” shall mean the written plan and timetable, a copy of which is attached to this Agreement as Appendix C,
    for the development and the commercialization of Products, including specific development milestones, prepared by the
    Company and approved by Yissum pursuant to Section 5.1 below.
	 	 	 
	 	1.4.3.	“Development
    Results” shall mean the results of activities carried out by the Company or by third parties (other than the Researcher
    and his/her team or any other University employee) at the direction of the Company pursuant to the Development Plan or otherwise
    in fulfillment of the Company’s obligations hereunder (including its development obligations under Section 5 below),
    including any invention, patent or patent application, product, material, method, discovery, composition, process, technique,
    know-how, data, information or other result which do not form part of the Licensed Technology, and further including any governmental
    or regulatory filing submitted, or approval, license, registration, or authorization obtained, by the Company, an Affiliate
    or Sublicensee in respect of the Products, as well as any other information, data, material, results, devices and know-how
    arising from the performance of the Development Plan.
	 	 	 
	 	1.4.4.	“Field”
    shall mean Powder Formulation of Cannaboid Oil.
	 	 	 
	 	1.4.5.	“First
    Commercial Sale” shall mean the first sale of a Product by the Company, an Affiliate or a Sublicensee after the
    receipt of any required regulatory approval to market and sell such Product. Notwithstanding the foregoing and for the avoidance
    of doubt, sales of Products for the purposes of clinical trials or other testing prior to a First Commercial Sale shall entitle
    Yissum to payment of consideration in accordance with Sections.7.1 (Royalties and 7.2. (Sublicense Fee) of this Agreement
    but shall not be considered a First Commercial Sale.







 




    	 



    	 



    

 


	 	1.4.6.	“Know-How”
    shall mean any non-public, proprietary, tangible or intangible information, techniques, technology, practices, trade secrets,
    inventions, methods, processes, knowledge, ancillary materials, results or devices (whether patentable or not) developed by
    the Researcher, prior to the execution of this Agreement, solely and directly related to the subject matter claimed in the
    Existing Patents, and belonging to Yissum and described generally in Appendix A.
	 	 	 
	 	1.4.7.	“License”
    shall have the meaning set forth in Section 3.1 below.
	 	 	 
	 	1.4.8.	“Licensed
    Patents” shall mean (i) the Existing Patents, and any patent application that claims priority therefrom; as well
    as (ii) all divisions, continuations, continuations-in-part, re-examinations, reissues, renewals, registrations, confirmations,
    substitutions, or extensions, including European Supplementary Protection Certificates (“SPCs”) (within the meaning
    of such term under Council Regulation (EU) No. 1768/92), and/or any other similar statutory protection, and any provisional
    applications, national, regional, PCT or similar applications and any and all patents issuing from, and patentable inventions,
    methods, processes, and other subject matter disclosed or claimed in, any or all of the foregoing.
	 	 	 
	 	1.4.9.	“Licensed
    Technology” shall mean the Know-How, the Research Results and the Licensed Patents.
	 	 	 
	 	1.4.10.	“Net
    Sales” shall mean:







 


	 	(a)	the
    gross sales price invoiced for sales of Products by the Company, an Affiliate or Sublicensee to a third party; or
	 	 	 
	 	(b)	the
    fair market value of non-monetary consideration received in connection with such sales; after deduction of (i) commercially
    reasonable discounts and return credits to the extent actually taken by third parties; and (ii) sales taxes, including VAT
    paid by customers for transfer in full to applicable tax authorities; provided that such deductions shall be directly related
    to the sale of Products that were awarded within the regular running of the business of the Company, Affiliate or Sublicensee.
    For the sake of clarity, any payment or rebate received by the Company, an Affiliate or Sublicensee from any governmental
    agency directly in relation to the sales shall be considered as Net Sales.


 


In
the event of sales of Products made through a distributor, or marketing agent where the transfer to the distributor or marketing
agent was made for a price certain without the Company, Affiliate or Sublicensee being entitled to any further compensation for
such transfer based upon the price at which the distributor or marketing agent sells Products to a third party, the sales made
by such distributor or marketing agent to a third party shall not be deemed gross sales for the purposes of this Agreement. Rather,
the gross sales shall be the amounts invoiced for Products transferred to such distributor or marketing agent by the Company,
an Affiliate or Sublicense


 


In
the event of sales or deductions not made at “arms-length”, then for the purpose of calculation of Royalties (as defined
below) to Yissum, Net Sales shall be calculated in accordance with arms-length prices for sale of Products to an independent third-party
purchaser and arms-length deductions, to be determined by the current market conditions, or in the absence of such conditions,
according to the assessment of an independent appraiser to be selected by the Parties.


 




    	 



    	 



    

 


	 	1.4.11.
    	“Product”
    shall mean any product, system, device, material, method, process or service, the development, manufacture, provision
    or sale of which, in whole or in part (i) uses, exploits, comprises, contains, improves upon or incorporates the Licensed
    Technology or the Development Results or any part thereof, or is otherwise covered thereby, or falls within the scope thereof,
    in whole or in part, or uses the Licensed Technology or the Development Results as a basis for subsequent modifications; or
    (ii) but for the License (as defined below) would infringe any claim of a Licensed Patent.
	 	 	 
	 	1.4.12.
    	“Representatives”
    shall mean employees, researchers, officers, agents, subcontractors, consultants, and/or any other person or entity acting
    on a Party’s behalf.
	 	 	 
	 	1.4.13.	 “Researcher”
    shall mean Prof. Prof. Shiomo Magdassi or such other person as determined and appointed from time to time by Yissum to
    supervise and to perform the Research, if applicable.
	 	 	 
	 	1.4.14.
    	“Research
    Results” shall mean any inventions, products, materials, compounds, compositions, substances, methods, processes,
    techniques, know-how, data, information, discoveries and other results of whatsoever nature, discovered or occurring in the
    course of, or arising from, the performance of the Research, including any patent applications and patents (which shall be
    added to the list of Licensed Patents set forth on Appendix A), information, material, results, devices or know-how
    arising therefrom.
	 	 	 
	 	1.4.15.
    	“Royalties”
    shall have the meaning set forth in Section 7.3 below.


 




    	 



    	 



    

 


	 	1.4.16.
    	“Subcontracting
    Agreement” shall mean (i) a bona fide subcontracting agreement with a subcontractor in which the Company must grant
    the subcontractor the right to make use of the Licensed Technology on behalf of the Company, and for which use the Company
    is required to pay or otherwise compensate the subcontractor, including, but not limited to, manufacturing or developing any
    of the Products (or part thereof); or (ii) a bona fide arms-length research agreement, pursuant to which an academic or research
    institution is engaged for the purpose of performing research, on the Company’s behalf, for the development of any of
    the Products (or part thereof); provided that in no event shall the consideration (if any) therefor comprise any Products;
    and further provided that such subcontracting agreement in (I) and (ii) above shall contain terms substantially as protective
    in relation to the Licensed Technology, as the terms of this Agreement; and the term “Subcontractor” shall
    be construed accordingly.
	 	 	 
	 	1.4.17.	“Sublicense”
    shall mean any grant by the Company or its Affiliates of any of the rights granted under this Agreement or any part thereat
    including the right to develop, manufacture, market, sell or distribute the Licensed Technology or any Product, for which
    grant the recipient of the Sublicense is required to pay the grantor of the Sublicense (or the grantor’s related entity),
    excluding a Subcontracting Agreement.
	 	 	 
	 	1.4.18.	“Sublicense
    Consideration” shall mean any proceeds or consideration or benefit of any kind whatsoever, whether monetary or otherwise,
    that the Company or an Affiliate may receive from a Sublicensee as a direct or indirect result of the grant of a Sublicense
    or an option for a Sublicense and/or pursuant thereto, including, without limitation, any amounts that are part of the consideration
    to be received by the Company or an Affiliate but which are withheld at source by the Sublicensee on account of tax owed by
    the Company or an Affiliate, except amounts received by the Company which constitute royalties based on sales by Sublicensees
    in respect of which the Company is required to pay Royalties to Yissum.
	 	 	 
	 	1.4.19.	“Sublicense
    Fees” shall have the meaning set forth in Section 7.6 below.
	 	 	 
	 	1.4.20.	“Sublicensee”
    shall mean any third party to whom the Company or an Affiliate shall grant a Sublicense or an option for a Sublicense.
    For the sake of clarity, Sublicensee shall include any other third party (other than a Subcontractor) to whom such rights
    shall be transferred or assigned, or who may assume control thereof by operation of law or otherwise.
	 	 	 
	 	1.4.21.	“Territory”
    shall mean Worldwide.
	 	 	 
	 	1.4.22.	“University”
                                         shall mean the Hebrew University of Jerusalem and each of its branches.

        



 


2.
R e s e r v e d


 
 


3.
T h e L i c e n s e



 


	3.1.
    	Subject
    to the full performance by the Company of its obligations in accordance with this Agreement, Yissum hereby grants the Company
    an exclusive license to make commercial use of the Licensed Technology, in order to develop, manufacture, market, distribute
    or sell a Product, all within the Field and the Territory only, subject to and in accordance with the terms and conditions
    of this Agreement (the “License”).
	 	 
	3.2.
    	Notwithstanding
    the provisions of Section 3.1, above, Yissum, on behalf of the University, shall retain the right (i) to make, use and practice
    the Licensed Technology for the University’s own research and educational purposes; (ii) to license or otherwise convey
    to other academic and not-forprofit research organizations, the Licensed Technology for use in non-commercial research; and
    (iii) to license or otherwise convey the Licensed Technology to any third party for research or commercial applications outside
    the Field.


 


4.
Term of the License


 


The
License shall expire, if not earlier terminated pursuant to the provisions of this Agreement, on a country-by-country, Product-by-Product
basis, upon the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed
Technology; (ii) the date of expiration of any exclusivity on the Product granted by a regulatory or government body in such country;
or (iii) the end of a period of twenty (20) years from the date of the First Commercial Sale in such country. Should the periods
referred to in Subsections (i) or (ii) expire in a particular country prior to the period referred to in Subsection (iii), above,
the license in that country or those countries shall be deemed a license to the Know-How during such post-expiration period.


 




    	 



    	 



    

 


Upon
the expiration of the later of the periods set forth in Subsections (i) through (iii) above (and provided that the License has
not been terminated prior thereto), the Company shall have a fully-paid non-exclusive license to the Know-How, and the Company
shall have an irrevocable option to obtain an exclusive license to the Know-How by agreeing to pay Yissum fifty percent (50%)
of the consideration set forth in Section 7.3 and 7.6 below, in respect of Net Sales and Sublicense Consideration received during
the period of such license which shall continue for a period of two (2) years after termination of the later of the periods as
referred to above and shall be renewed automatically for additional successive two (2) year periods, unless the Company or Yissum
notifies the other Party in writing prior to the end of the then current two (2) year period that it does not wish the license
to be renewed as aforesaid.


 


5.
Development and Commercialization


 


	5.1	The
    Company undertakes, at its own expense, to use its best efforts to carry out the development, regulatory, manufacturing and
    marketing work necessary to develop and commercialize Products in accordance with the Development Plan approved by Yissum,
    a copy of which is attached to this Agreement as Appendix B-2. The Development Plan may be modified from time to time
    by the Company as reasonably required in order to achieve the commercialization goals set forth above, upon Yissum’s
    prior written approval, but without derogating from the dates of the achievement of the Milestones set forth in this Section
    5. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent
    Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to meet all of the
    following milestones (the “Development Milestones”) attached as Appendix B-2.
	 	 
	5.2.
    	The
    Company shall at the request of Yissum (i) provide Yissum with periodic written reports (“Development Reports”)
    not less than once per every twelve (12) months concerning all material activities undertaken in respect of the exercise of
    the License, (ii) keep Yissum informed on a timely basis concerning all material activities and changes to the Development
    Plan undertaken in respect of the exercise of the License, and (iii) at Yissum’s request, from time to time, provide
    Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports
    shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other
    actions taken by the Company pursuant to the Development Plan, and a summary of the Development Results and any other related
    work effected by the Company or by any Affiliate or Sublicensee during the twelve (12) months period prior to the report,
    (b) manufacturing, sublicensing, marketing and sales during the six (6) months period prior to the report; (c) the Company’s
    plans in respect of the testing, undertaking of trials or commercialization of Products for the following twelve (12) months;
    and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set
    forth a general assessment regarding the achievement of any milestones; the projected — or actual — completion
    date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving
    the Products or the Licensed Technology. If progress in respect of a Product differs from that anticipated in its Development
    Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall
    prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts
    to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder.


 




    	 



    	 



    

 


	5.3.
    	The
    Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology
    in the Field.
	 	 
	5.4.	 Upon
    completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary
    to maximize Net Sales of such Product on a regular and consistent basis. Payments of the License Maintenance Fee as set forth
    in Section 7 below, shall not release the Company from its obligation as stated in this Section.
	 	 
	5.5.	 If
    the Company shall not meet the Development Milestones or shall not commercialize the Products within a reasonable time frame,
    unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in
    accordance with Section 17.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development
    Plan, Yissum shall notify the Company in writing of the Company’s failure to meet its obligations of diligence and shall
    allow the Company six(6) months to cure such failure of diligence. The Company’s failure to cure within such six (6)
    months period to Yissum’s reasonable satisfaction shall be a material breach of this Agreement, entitling Yissum to
    immediate termination under Section 15.2 below.
	 	 
	5.6.
    	The
    Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure
    the receipt of all approvals and consents necessary for the performance of its obligations hereunder.
	 	 
	5.7.
    	The
    Company agrees to provide Yissum and/or the University (for no consideration) a reasonable number of units of any Product
    developed and/or manufactured under this Agreement, for academic research purposes only.


 


6.
Sublicenses


 


	6.1.
    	The
    Company shall only be entitled to grant a Sublicense after obtaining Yissum’s written approval regarding the identity
    of the Sublicensee and all material terms and conditions of the Sublicense, which approval shall not be unreasonably withheld
    or delayed. Notwithstanding the above, in case the Sublicensee is a company with annual turnover from sales of more than $250MM
    the approval of Yissum will not be required.
	 	 
	6.2.	Upon
    submission of its request to obtain the written consent of Yissum to a Sublicense, the Company shall fully disclose and submit
    to Yissum all documentation relating to the Sublicense, adequately disclose to Yissum any other business connection which
    it now has or is in the process of forming with the Sublicensee which may reasonably effect the decision of the Company regarding
    terms and conditions of the Sublicense; and shall notify Yissum in writing, whether a proposed Sublicensee is an Affiliate
    or is otherwise related to the Company. In addition, the Company shall provide Yissum with an executed copy of the Sublicense
    within ten (10) days of its execution. Any material amendments to a Sublicense shall be subject to Yissum’s prior written
    approval and shall be subject to the Company providing Yissum with an executed copy of such amendment to the Sublicense within
    ten (10) days of the execution of such amendment.


 




    	 



    	 



    

 


	6.3.	If
    the Company is unable or unwilling to serve or develop a potential market or market territory for which there is another party
    willing to be a Sublicensee, the Company shall, at Yissum’s request, negotiate in good faith a Sublicense with such
    party.
	 	 
	6.4.	Any
    Sublicense shall be dependent on the validity of the License and shall terminate upon termination of the License.
	 	 
	6.5.	The
    Company shall ensure that any Sublicense shall include material terms that require the Sublicensee to comply with the terms
    of this Agreement, including, Section 14 below, the breach of which terms shall be a material breach resulting in termination
    of the Sublicense. In such an event, the Company undertakes to take all reasonable steps to enforce such terms upon the Sublicensee,
    including the termination of the Sublicense. In all cases, the Company shall immediately notify Yissum of any breach of the
    material terms of a Sublicense and shall copy Yissum on all correspondence with regard to such breach.
	 	 
	 	Furthermore,
    in the context of any Sublicense, the Company will obtain an agreement from the relevant Sublicensee (0 that such Sublicensee
    may only use the Licensed Technology and any related information received from the Company in connection with the further
    development and/or commercialization of a Product pursuant to the terms of the Sublicense agreement, and will keep same confidential;
    and (ii) naming Yissum as a third party beneficiary with the right to directly enforce the use and confidentiality provisions
    described in Subsection 0) above and the reporting provisions set out in Sections 6.6 and 8.2 below.
	 	 
	6.6.	Without
    derogating from the generality of Section 6.5 above, the Company shall require each Sublicensee to provide it with regular
    written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below.
    Upon request, the Company shall provide such reports to Yissum.
	 	 
	6.7.	Any
    act or omission of the Sublicensee which is not promptly remedied by the Company or the Sublicensee and which would have constituted
    a breach of this Agreement by the Company had it been an act or omission of the Company, and which the Company has not made
    best efforts to promptly cure, including termination of the Sublicense, shall constitute a breach of this Agreement by the
    Company.
	 	 
	6.8.	For
    the avoidance of any doubt it is hereby declared that under no circumstance whatsoever shall a Sublicensee be entitled to
    assign such Sublicense or further Sublicense the License or any part thereof.


 




    	 



    	 



    

 


	6.9.	The
    Company shall not be entitled to grant any rights whatsoever in respect of the Licensed Technology or the Product to any third
    party, including rights of distribution/distributorship, except by means of a Sublicense.


 


7.
License Consideration


 


In
consideration for the grant of the License, the Company shall pay Yissum the following consideration during the term of the License
as set forth in Section 4 above:


 


	7.1.	Royalties
    at a rate of Four percent (4%) of Net Sales (the “Royalties”)
	 	 
	7.2.	Sublicense
    fees at a rate of twenty percent (20%) of Sublicense Consideration.


 


8.
Reports and Accounting


 


	8.1.	The
    Company shall give Yissum written notice of any (i) Sublicense Consideration received; (ii) or First Commercial Sale made/
	 	 
	8.2.	One
    (1) month after the end of each calendar quarter commencing from the earlier of (i) the First Commercial Sale; or (ii) the
    grant of a Sublicense or receipt of Sublicense Consideration, the Company shall furnish Yissum with a quarterly report (“Periodic
    Report”), certified as being correct by the chief financial officer of the Company, detailing the total sales
    and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter
    and the total Royalties and Sublicense Fees due to Yissum in respect of that period. Once the events set forth in Subsection
    (i) or (ii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties and Sublicense Fees
    are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the
    Company, Affiliates or Sublicensees and of all Sublicense Consideration received, including a breakdown of the number and
    type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other
    data enabling the Royalties and Sublicense Fees payable to be calculated accurately.
	 	 
	8.3.	On
    the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties and Sublicense Fees due
    to Yissum for the reported period. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate
    foreign exchange rate reported by the Bank of Israel on the last working day of the calendar quarter. Payment of value added
    tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7 above,
    shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments
    made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply
    such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding (ii -npn
    on ‘Din), for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate,
    the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities
    shall be made without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account:







 




    	 



    	 



    

 


Name
of Bank: Hapoalim


Bank
Key: 12


Bank’s
address: 1 Hamarpe Street, Jerusalem, Israel Branch: Jerusalem Business Branch - 436


Bank
account Number: 12-436-142-155001 Swift Code: POALILIT


IBAN:
IL56-0124-3600-0000-0155-001 (for payment from Europe only)


 


	8.4.	The
    Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance
    with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties
    and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or
    the first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall
    be submitted to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and Sublicense Consideration,
    Royalties and Sublicense Fees, both due and paid (the “Annual Reports”). The Annual Reports shall also
    include the Company’s sales and royalty forecasts for the following calendar year, if available.
	 	 
	 	The
    Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years
    after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason
    whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective.
	 	 
	8.5.	Yissum
    will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of
    Net Sales, as appropriate, that were reported as bad debts in the Company’s annual audited financial statements; or
    (ii) if such bad debts are recorded by the Company in its annual audited financial statement after the Company’s obligation
    to pay Royalties has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts
    by the Company.
	 	 
	8.6.	Yissum
    shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or
    such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s
    and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or nsole purpose
    of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due
    to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall
    coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require
    that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant
    documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of
    the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement
    and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed.
    The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors deliver the results
    of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. In the event
    that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement
    in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then
    the Company shall, in addition, pay the cost of such inspection.
	 	 
	8.7.	Any
    sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date
    of payment at the rate of annual LIBOR plus five percent (5%) per annum accumulated on a monthly basis.


 


9.
Ownership


 


	9.1	All
    right, title and interest in and to the Licensed Technology vest and shall vest solely in Yissum, and the Company shall hold
    and make use of the rights granted pursuant to the License solely in accordance with the terms of this Agreement.
	 	 
	9.2.	All
    rights in the Development Results shall be solely owned by the Company, except to the extent that an employee of the University,
    including, the Researcher, is considered an inventor of a patentable invention arising from the Development Results, in which
    case such invention and all patent applications and/or patents claiming such invention (“Joint Patents”) shall
    be owned jointly by the Company and Yissum, as appropriate.


 







    	 



    	 



    

 





	9.3.	Upon
    the execution of this Agreement, the Company shall execute the letter of assignment attached to this Agreement as Appendix
    D concerning its interest in any Joint Patents that will provide that such interest will be irrevocably assigned to Yissum
    in the event that the Company is declared bankrupt, is voluntarily or involuntarily dissolved, or otherwise ceases operations.





 


10.
Patents


 


	10.1.	Within
    ten (10) days of the Effective Date, the Company shall reimburse Yissum for all previous documented expenses and costs relating
    to the registration and maintenance of the Licensed Patents listed in Appendix A.
	 	 
	10.2.	Yissum,
    in consultation with the Company, shall be responsible for the filing, prosecution and maintenance of the Licensed Patents
    in the Territory, at the Company’s expense (the “Ongoing Patent Expenses”). Each application and
    every patent registration shall be made and registered in the name of Yissum or, should the law of the relevant jurisdiction
    so require, in the name of the relevant inventors and then assigned to Yissum. The Company agrees to have Yissum’s patent
    counsel directly bill the Company for such expenses and shall directly pay such bills in accordance with patent counsel’s
    directions.
	 	 
	10.3.	The
    Company undertakes and warrants that no amounts utilized by the Company for such payment of Ongoing Patent Expenses or for
    the reimbursement of Yissum’s past documented expenses and costs relating to the registration and maintenance of the
    Licensed Patents listed in Appendix A will be (i) funding provided by the Office of the Chief Scientist at the Israeli
    Ministry of Economics (the “OCS”); (ii) funding that is earmarked as supplementary funding (“mimimum
    funding”) for an OCS approved project; or funding provided to the Company from any other governmental or regulatory
    institution of the State of Israel.
	 	 
	10.4.	Notwithstanding
    the foregoing in Section 10.2, above, upon the execution of this Agreement, the Company shall deposit with Yissum the amount
    of US$5000 to secure the payment of the Ongoing Patent Expenses (the “Expense Deposit”). Should the Company
    fail to pay any amounts due in connection with the Ongoing Patent Expenses within thirty (30) days following receipt of Yissum’s
    written request accompanied by a detailed account, Yissum shall be entitled pay the unpaid expenses from the Expense Deposit
    In the event that Yissum utilizes some or all of the Expense Deposit as set forth in this Section, it shall so notify the
    Company in writing. The Company shall be obligated to deposit with Yissum an amount equal to the difference between US$5000
    and the balance in the Expense Deposit within thirty (30) days of its receipt of Yissum’s notice. Upon termination or
    expiration of this Agreement, Yissum shall return to the Company the nominal amount of any remaining Expense Deposit that
    will not be required to cover Ongoing Patent Expenses for the period up until such termination or expiration.
	 	 
	10.5.	Subject
    to the above, the Parties shall consult and make every effort to reach agreement in all respects relating to the manner of
    making applications for and registering the patents, including the time of making the applications, the countries where applications
    will be made and all other particulars relating to the registration and maintenance of the Licensed Patents. Notwithstanding
    the foregoing, Yissum reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution
    and maintenance of such patent applications and patents.
	 	 
	10.6.	The
    Parties shall assist each other in all respects relating to the preparation of documents for the registration of any patent
    or any patent-related tight upon the request of the other Party. Both Parties shall take all appropriate action in order to
    assist the other to extend the duration of a Licensed Patent or obtain any other extension obtainable under law, to maximize
    the scope of the protection afforded by the Licensed Patents.
	 	 
	10.7.	In
    the event that the Company is approached by a patent examiner or attorney in connection with any matter that is the subject
    matter of this Agreement, it shall give Yissum immediate notice of such approach. The Company shall only reply to such approaches
    after consultation with Yissum and subject to its consent.
	 	 
	10.8.	The
    Company, shall mark, and shall cause its Affiliates and Sublicensees to mark, all Products covered by one or more of the Licensed
    Patents with patent numbers (or the legend “patent pending”) applicable to such Product. The Company shall ensure
    that its Sublicensee complies with the provisions of this Section.


 




    	 



    	 



    

 





	10.9.	If
    at any time during the term of this Agreement the Company decides that it is undesirable, as to one or more countries, to
    file, prosecute or maintain any patents or patent applications within the Licensed Patents, it shall give at least ninety
    (90) days written notice thereof to Yissum, and upon the expiration of the ninety (90) day notice period (or such longer period
    specified in the Company’s notice) the Company shall be released from its obligations to bear the expenses to be incurred
    thereafter as to such patent(s) or patent application(s). As of such time, such patent(s) or application(s) shall be removed
    from the Licensed Technology and Yissum shall be free to grant rights in and to such patent(s) or patent application(s) in
    such countries to third parties, without further notice or obligation to the Company, and the Company shall have no rights
    whatsoever to exploit such patent(s) or patent application(s) or the Know-How related thereto. Notwithstanding the foregoing,
    the Company shall be required to bear the costs and expenses for filing, prosecuting and maintaining the Licensed Patents
    in at least the following jurisdictions: The United States, Canada, Japan, China, India, the United Kingdom, Germany, France,
    Italy, Israel and Spain (the “Required Jurisdietions”1). Should the Company fail to do so in
    the majority of the Required Jurisdictions, Yissum shall be entitled to terminate this Agreement after serving the Company
    with a 90 days advanced notice in which the Company has not cured the above breach, and without any need to compensate the
    Company in any manner.
	 	 
	10.10.	Other
    than in the Required Jurisdictions, in which Yissum shall file, prosecute diligently and maintain patents with the broadest
    protection obtainable, the foregoing does not constitute an obligation, representation.
	 	 
	 	The
    parties will discuss and agree on the final list of the Required Jurisdictions prior to signing the or warranty, express or
    implied, on the part of Yissum that any patent or patent registration application will indeed be made or registered or be
    registerable in respect of the Licensed Technology or any part thereof, nor shall it constitute an obligation, representation,
    or warranty, express or implied, on the part of Yissum that a registered patent will be valid or afford any protection. For
    the avoidance of doubt, nothing in this Agreement constitutes an obligation, representation or warranty, express or implied,
    on the part of Yissum regarding the validity of or the protection afforded by any of the patents or patent registration applications
    detailed in Appendix A or regarding the commercial exploitability or any other value of the Licensed Technology or
    that the Licensed Technology will not infringe the rights of any third party.


 


1
1. Patent Rights Protection


 


	11.1.	The
    Company and Yissum shall each inform the other promptly in writing of any alleged infringements by a third party of the Licensed
    Patents in the Territory, together with any available written evidence of such alleged infringement.
	 	 
	11.2.	To
    the extent permitted by applicable law, if the Company, its Affiliate or any Sublicensee makes (directly or indirectly), any
    assertion, application or claim, or initiates or supports (directly or indirectly) any action or proceeding, that challenges
    the validity, enforceability or scope of any of the Licensed Patents (“Challenge Proceeding”), Yissum will
    have the right, at any time following the commencement of the Challenge Proceeding, to terminate this Agreement and the Royalty
    rates specified in this Agreement will be tripled with respect to Net Sales of Products that are sold, leased or otherwise
    transferred during the course of such Challenge Proceeding, and the percentage due to Yissum in respect of Sublicense Consideration
    will be tripled with respect to Sublicense Consideration during such period. If the outcome of such Challenge Proceeding is
    a determination in favor of Yissum, (a) the Royalty rate with respect to Net Saks of Products and the percentage due to Yissum
    with respect to Sublicense Consideration will remain at such triple rate as aforesaid; and (b) Company will reimburse Yissum
    for all expenses incurred by Yissum (including reasonable attorneys’ fees and court costs) in connection with such Challenge
    Proceeding. If the outcome of such Challenge Proceeding is a determination in favor of Company, Company will have no right
    to recoup any Royalties or Sublicense Fees paid before or during the course of such Challenge Proceeding.
	 	 
	11.3.	The
    Company, its Affiliate or Sublicensee shall have the first right in its own name and at its own expense to initiate any legal
    action and enforce the Licensed Patents against any infringement of such Licensed Patents. Before the Company, its Affiliate
    or its Sublicensee commences an action with respect to any infringement, the Company shall give careful consideration to the
    views of Yissum in making its decision whether or not to initiate any legal action and, if relevant, make these views known
    to its Affiliate or Sublicensee. The Company shall, or, if relevant, shall ensure that its Affiliate or Sublicensee shall,
    continuously keep Yissum apprised of all developments in the action and shall continuously provide Yissum with full information
    and copies of all documents relevant to the proceedings, including, all documents filed with the courts by the parties to
    the legal action(s) and all correspondence with the other parties to the proceedings, and shall seek Yissum’s input
    and approval on any substantive submissions or positions taken in the litigation regarding the scope, validity or enforceability
    of the Licensed Patents.
	 	 
	 	If
    Yissum shall determine that the legal actions taken by the Company may adversely affect Yissum’s rights hereunder, Yissum
    shall be entitled to appoint its own counsel to represent it in such litigation and the Company shall reimburse Yissum its
    actual payments for such legal representation. If the Company, its Affiliate or its Sublicensee elects to commence an action
    as described above and. Yissum is a legally indispensable party to such action (being the registered owner of the infringed
    patent rights), Yissum, at the Company’s expense, may be joined as a co-plaintiff, provided that all the following conditions
    shall be fulfilled:


 


(a)       the
Company shall continuously provide Yissum with full information and copies of all documents relevant to the proceedings, including,
all documents filed with the courts by the parties to the legal action(s) and all correspondence with the other parties to the
proceedings, as well as all drafts of written submissions relating to such legal action that are sent to the Company for review,
and all Yissum’s comments in respect thereof will be taken into account;


 




    	 



    	 



    




 


(b)       any
out of pocket expenses incurred by the Company or Yissum in connection with such action(s), including all legal and litigation
related fees and expenses, all out of pocket expenses for external assistance required to comply with any discovery or other motions
and any costs or amounts awarded to the counterparties in such action(s) shall be borne by the Company;


 


(c)       if
Yissum shall determine that a conflict of interest exists between the Company and Yissum, Yissum shall be entitled, at its own
expense, to appoint its own counsel to represent it in such litigation and the Company shall make best efforts to ensure that
such counsel chosen by Yissum is fully informed and receives all material necessary to adequately participate in such action;
and


 


(d)       the
Company shall bear all costs, expenses and awards incurred by or awarded against Yissum, with respect to any action filed against
Yissum alleging that an action initiated by the Company pursuant to the terms of this Section 11 was anticompetitive, malicious,
or otherwise brought for an improper purpose, whether by a counterparty to such aforementioned action or by any third party.


 


If
Yissum is not required by law to be joined as a co-plaintiff, Yissum, to the extent permitted by law, and at its own cost, may
elect to join the action as a co-plaintiff at its own initiative and shall jointly control the action with the Company, its Affiliate
or its Sublicensee. Irrespective of whether Yissum joins any such action as described above it shall provide reasonable cooperation
to the Company, its Affiliate or its Sublicensee. The Company shall reimburse Yissum for any costs it incurs as part of an action
brought pursuant to this Section where Yissum has not elected to join the action as a co-plaintiff at its own initiative.


 


	11.4.	If
    the Company, its Affiliate or its Sublicensee does not bring an action against an alleged infringer pursuant to Section 11.3,
    above, or has not commenced negotiations with said infringer for discontinuance of said infringement within one hundred and
    eighty (180) days after learning of said infringement, Yissum shall have the right, but not the obligation, to bring an action
    for such infringement at its own expense, and retain all proceeds from such action. If the Company has commenced negotiations
    with said infringer for the discontinuance of said infringement within such one hundred and eighty (180) day period, the Company
    shall have an additional period of ninety (90) days from the end of the first one hundred and eighty (180) day period to conclude
    its negotiations before Yissum may bring an action for said infringement.
	 	 
	11.5.	No
    settlement, consent judgment or other voluntary disposition of an infringement suit may be entered without the consent of
    Yissum, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt and notwithstanding
    anything to the contrary herein, should Yissum bring an action as set forth in Section 11.4 above, it shall have the right
    to settle such action by licensing the Licensed Technology, or part of it, to the alleged infringer.
	 	 
	11.6.	Any
    award or settlement payment resulting from an action initiated by the Company pursuant to this Section 11 shall be
    utilized, first to effect reimbursement of documented out-of-pocket expenses incurred by both Parties in relation to such
    legal action, and thereafter shall be paid to the Company and shall be deemed Sublicense Consideration received under this
    Agreement, in respect of which Sublicense Fees shall be due to Yissum.
	 	 
	11.7.	If
    either Party commences an action and then decides to abandon it, such Party will give timely notice to the other Party. The
    other Party may continue the prosecution of the suit after both Parties agree on the sharing of expenses.
	 	 
	11.8.	The
    Company shall use its best efforts at its own expense to defend any action, claim or demand made by any entity against the
    Company or Yissum in connection with rights in the Licensed Technology, and shall indemnify and hold harmless Yissum and the
    other Indemnitees (defined in Section 14.4 below) from and against all losses, damages and expenses arising in such regard.
    Each Party shall notify the other immediately upon learning of any such action, claim or demand as aforesaid.


 




    	 



    	 



    

 





12.
Confidentiality


 


	12.1	For
    the purposes of this Agreement (1) “Yissum Confidential Information” means this Agreement and the terms
    hereof and any and all reports, details, data, formulations, solutions, designs, and inventions and other information disclosed
    to the Company or any of its Representatives by Yissum or any of Yissum’s Representatives in connection with the Licensed
    Technology, Yissum, the University, the Researcher and other Representatives of Yissum and/or the University, whether in written,
    oral, electronic or any other form, except and to the extent that that any such information: (a) was known to the Company
    at the time it was disclosed, other than by previous disclosure by or on behalf of Yissum, as evidenced by the Company’s
    written records at the time of disclosure; (b) is in the public domain at the time of disclosure or becomes part of the public
    domain thereafter other than as a result of a violation by the Company or any of its Representatives of the confidentiality
    obligations herein; (c) is lawfully and in good faith made available to the Company by a third party who is not subject to
    obligations of confidentiality with respect to such information; or (d) is independently developed by the Company without
    the use of Yissum Confidential Information, as demonstrated by documentary evidence; and (ii) “Company Confidential
    Information” means this Agreement and the terms hereof and any and all reports, details, data, formulations, solutions,
    designs, and inventions and other information disclosed by or on behalf of the Company under this Agreement, whether in written,
    oral, electronic or any other form, except and to the extent that any such information: (a) was known to Yissum or the University
    at the time it was disclosed, other than by previous disclosure by or on behalf of the Company, as evidenced by Yissum’s
    or the University’s written records at the time of disclosure; (b) is in the public domain at the time of disclosure
    or becomes part of the public domain thereafter other than as a result of a violation by Yissum or its Representatives of
    the confidentiality obligations herein; (c) is lawfully and in good faith made available to Yissum or the University by a
    third party who is not subject to obligations of confidentiality with respect to such information; or (d) is independently
    developed by Yissum or the University without the use of the Company Confidential Information, as demonstrated by documentary
    evidence
	 	 
	12.2.	Yissum
    Confidential Information. The Company undertakes that during the term of this Agreement and for a period of five (5) years
    subsequent thereto, it shall maintain full and absolute confidentiality of and shall not use the Yissum Confidential Information
    other than for the purposes of this Agreement. The Company undertakes not to convey or disclose any of the Yissum Confidential
    Information to any third party without the prior written permission of Yissum. The Company shall be liable for its officers
    or employees or other Representatives maintaining absolute confidentiality of and not using or disclosing the Yissum Confidential
    Information except as expressly provided herein. The Company shall treat such Yissum Confidential Information with the same
    degree of care and confidentiality that it maintains or protect its own confidential information, but in any event, no less
    than a reasonable degree of care and confidentiality.
	 	 
	12.3	Notwithstanding
    the foregoing, the Company may only disclose the Yissum Confidential Information:


 




    	 



    	 



    

 


	 	(a)	to
    those of its Representatives who have a “need to know” such information as necessary for the exercise of its rights
    and/or performance of its obligations hereunder, provided that such Representatives are legally bound by agreements which
    impose similar confidentiality and non-use obligations to those set out in this Agreement. The Company shall be responsible
    for ensuring that its Representatives abide by such undertakings of confidentiality; and
	 	 	 
	 	(b)	to
    any potential third party investor, including, any government, public foundation and/or private foundation, in connection
    with seeking potential funding for the Company, provided that such potential third party investor has executed a confidentiality
    and non-use agreement which imposes similar obligations to those set out in this Agreement; and
	 	 	 
	 	(c)	to
    any competent authority for the purposes of obtaining any approvals or permissions required for the exercise of the License
    and/or the implementation of this Agreement, or in the fulfillment of a legal duty owed to such competent authority (including
    a duty to make regulatory filings or to comply with any other reporting requirements); and
	 	 	 
	 	(d)	to
    the extent required to be disclosed under any law, rule, regulation, court, or order of any competent authority, provided
    that the Company promptly notifies Yissum thereof in order to enable Yissum to seek an appropriate protective order or other
    reliable assurance that confidential treatment will be accorded to such information (with the Company’s assistance,
    if necessary), and such disclosure shall be made to the minimum extent required.


 


	12.4.	The
    Company Confidential Information. Yissum undertakes that during the term of this Agreement and for a period of five (5)
    years subsequent thereto, it shall maintain in confidence, and shall not use the Company Confidential Information other than
    for the purposes of this Agreement. Yissum undertakes not to convey or disclose any of the Company Confidential Information
    to any third party without the prior written permission of the Company. Yissum shall treat such Company Confidential Information
    with the same degree of care and confidentiality that each of them maintains and protects its own confidential information,
    but in any event, no less than a reasonable degree of care and confidentiality. Notwithstanding the foregoing, Yissum’s
    confidentiality obligations pursuant to this Section 12 to the extent relating to the Development Results shall terminate
    upon termination of this Agreement.
	 	 
	12.5.	Notwithstanding
    the foregoing, Yissum may only disclose the Company Confidential Information:


 


	 	(a)
    	to
    the University and to those of the Representatives of Yissum and/or the University who have a “need to know” such
    information as necessary for the exercise of Yissum’s rights and/or performance of Yissurn’s obligations hereunder,
    provided that such Representatives are legally bound by agreements which impose similar confidentiality and non-use obligations
    to those set out in this Agreement; and
	 	 	 
	 	(b)	to
    any competent authority in connection with the filing and prosecution of patent applications relating to the Licensed Technology,
    or in the fulfillment of a legal duty owed to any competent authority; and
	 	 	 
	 	(c)	to
    the extent required to be disclosed under any law, rule, regulation, court, or order of any competent authority, provided
    that Yissum promptly notifies the Company thereof in order to enable the Company to seek an appropriate protective order or
    other reliable assurance that confidential treatment will be accorded to such information (with Yissum’s assistance,
    if necessary), and such disclosure shall be made to the minimum extent required.


 


	12.6.	The
    Company shall be responsible and liable to Yissum, for any breach by its Representatives, Affiliates, Subcontractors, Sublicensees
    and investors of the undertakings of confidentiality set forth in this Section 12 as if such breach were a breach by the Company
    itself.
	 	 
	12.7.	Without
    prejudice to the foregoing, the Company shall not mention the name of the University, Yissum or the Researcher, unless required
    by law, in any manner or for any purpose in connection with this Agreement, the subject of the Research or any matter relating
    to the Licensed Technology, without obtaining the prior written consent of Yissum.
	 	 
	12.8.	Neither
    Party shall issue any press release or other media statement regarding the execution, existence or terms of this Agreement
    or any developments of the Licensed Technology without the prior written approval of the other Party.
	 	 
	12.9.	The
    provisions of this Section shall be subject to permitted publications pursuant to Section 13 below.


 




    	 



    	 



    

 





13.
Publications


 


	13.1.	Yissum
    shall ensure that no publications in writing, in scientific journals or orally at scientific conventions relating to the Licensed
    Technology, the Development Plan, the Development Results or the Product, which are subject to the terms and conditions of
    this Agreement, are published by it or the Researcher, without first seeking the consent of the Company.
	 	 
	13.2.	The
    Company undertakes to reply to any such request for publication by Yissum within thirty (30) days of its receipt of a request
    in connection with the publication of articles in scientific journals, and within seven (7) days of its receipt of a request
    in connection with article abstracts. The Company may only decline such a request upon reasonable grounds, which shall be
    fully detailed in writing, requiring the postponement of such publication because it contains patentable subject matter for
    which patent protection should be sought, or the removal of any Company Confidential Information.
	 	 
	13.3.	Should
    the Company decide to object to publication as provided in sub-Section 13.2, the publication shall be postponed for a period
    of not more than three (3) months from the date the publication was sent to the Company, to enable the filing of an appropriate
    patent application, or until the removal of the Company Confidential Information. Thereafter, the publication will automatically
    be permitted.
	 	 
	13.4.	The
    provisions of this Section 13 shall not prejudice any other right, which. Yissum has pursuant to this Agreement or at law.
	 	 
	13.5.	For
    the avoidance of doubt, the prohibitions with respect to disclosure and publication set out in Sections 12 and 13 shall not
    apply to internal research and educational activities at the University for the Researcher and University employees provided
    that such persons are subject to written obligations of confidentiality substantially similar to those set forth in Section
    12.


 


14.
Liability and Indemnity


 


	14.1.	TO
    THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
    WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
    FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK
    OR OTHER RIGHTS OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM
    AS TO THE VALIDITY OF ANY OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS,
    FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR
    OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT
    PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR
    OF THE UNIVERSITY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY FOR OR ON ACCOUNT OF ANY INJURY,
    LOSS, OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY
    DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY
    OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN
	 	 
	 	CONNECTION
    WITH OR RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE,
    PRACTICE, LEASE, OR SALE OF ANY PRODUCT; (ii) THE USE OF THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER. PROMOTIONAL
    ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING.
	 	 
	14.2.	IN
    NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY BE LIABLE
    TO THE COMPANY OR ANY OF ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE
    OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE COMPANY OR ITS AFFILIATES
    OR. ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING
    OUT OF THIS AGREEMENT.
	 	 
	14.3.	The
    Company shall be liable for any loss, injury or damage whatsoever caused directly or indirectly to or suffered by its employees
    or any Representatives of Yissum or the University (including the Researcher and his/her team), or to any third party by reason
    of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, its Representatives,
    Affiliates, Subcontractors, and the Sublicensees and their respective business associates and customers of the Licensed Technology,
    the Development Results or any Product or exercise of the License.
	 	 
	14.4.	The
    Company undertakes to compensate, indemnify, defend and hold harmless Yissum, the University, and any of their respective
    Representatives (including the Researcher and his/her team) (herein referred to jointly and severally as “Indemnitees”)
    from and against any claim, investigation or liability including, product liability, damage, loss, costs and expenses,
    including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason
    of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive
    from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (as applicable) of any Product,
    or Licensed Technology, or the exercise of the License.
	 	 
	 	The
    Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in
    favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University,
    and by the Researcher.
	 	 
	14.5.	As
    of the Effective Date, the Company shall procure and maintain, at its sole cost and expense, policies commensurate with industry
    standard of similar size and stage businesses. Such policy shall name the Indemnitees as additional insureds. The policy or
    policies so issued shall include a “cross-liability” provision pursuant to which the insurance is deemed to be
    separate insurance for each named insured (without right of subrogation as against any of the insured under the policy, or
    any of their representatives, employees, officers, directors or anyone in their name). Such comprehensive general liability
    insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for the Company’s
    indemnification obligations under this Section 14. If the Company elects to self-insure all or part of the limits described
    above (including deductibles or retentions which are in excess of a $250,000 annual aggregate), such self-insurance program
    shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement
    and must be reasonably acceptable to Yissum. 


 




    	 



    	 



    

 


	 	The
    minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company’s liability
    with respect to its indemnification obligations under this Section 14.
	 	 
	14.6.	The
    Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written
    notice at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance. If the Company
    does not obtain replacement insurance providing comparable coverage within such fifteen (15) day period, Yissum shall have
    the right to terminate this Agreement effective at the end of such fifteen (15) day period without notice or any additional
    waiting periods.
	 	 
	14.7.	The
    Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration or
    termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially
    distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.


 


15.
Termination of the Agreement


 


	15.1.	Unless
    otherwise agreed by the Parties in writing, this Agreement shall terminate upon the occurrence of the later of the following:
    (i) the date of expiry of the last of the Licensed Patents anywhere in the Territory; (ii) the date of expiration of the last
    exclusivity on a Product granted by a regulatory or government body within the Territory; (iii) the expiry of a continuous
    period of twenty (20) years during which there shall not have been a First Commercial Sale of any Product in any country in
    the Territory; and (iv) if the Company elects to obtain an exclusive license to the Know-How pursuant to Section 4 above -
    the date of expiry of the period of such exclusive license.
	 	 
	15.2.	Without
    prejudice to the Parties’ rights pursuant to this Agreement or at law, either Party may terminate this Agreement by
    written notice to the other in any of the following cases:


 




    	 



    	 



    

 


15.2.1.
immediately upon such written notice, if (i) the other Party passes a resolution for voluntary winding up or a winding up application
is made against it and not set aside within ninty (90) days; or (ii) a receiver or liquidator is appointed for the other Party;
or (iii) the other Party enters into winding up or insolvency or bankruptcy proceedings. Each of the Parties undertakes to notify
the other within seven (7) days if any of the abovementioned events occur; or


 


15.2.2.
upon breach of this Agreement, where such breach has not been remedied within forty-five (45) days from the breaching Party’s
receipt of written notice from the non-breaching Party requiring such remedy.


 


	15.3.	In
    addition to the above, and without prejudice to Yissum’s rights pursuant to this Agreement or at law, Yissum shall be
    entitled to terminate this Agreement immediately upon written notice to the Company in the following circumstances:


 


15.3.1.
non-performance or a delay of more than 6 months in the performance of the Development Plan;


 


15.3.2.
failure or a delay of more than six (6) months in meeting the Development Milestones as provided in Section 5 above;


 


15.3.3.
if an attachment is made over the Company’s assets or if execution proceedings are taken against the Company and the same
are not set aside within sixty (60) days of the date the attachment is made, or the execution proceedings are taken or the Company
seeks protection under any laws or regulations, the effect of which is to suspend or impair the rights of any or all of its creditors,
or to impose a moratorium on such creditors and such act is not cancelled within sixty (60) days of the performance thereof;


 


15.3.4.
uncured lapse of insurance coverage under Section 14 above;


 


15.3.5.
failure to defend against third party claims as required under Section 11 above;


 


15.3.6.
if the Company, its Affiliate or a Sublicensee initiates, supports or makes a Challenge Proceeding as detailed in Section 11.2
above; or


 


15.3.7.
acts or omissions by the Company, or lack of sufficient funding, which indicate that the Company is not diligently developing
or commercializing the Licensed Technology.


 


	15.4.	Upon
    termination of this Agreement for any reason other than the expiration of its term, the License shall terminate, the Licensed
    Technology and all rights included therein shall revert to Yissum, and Yissurn shall be free to enter into agreements with
    any other third parties for the granting of a license or to deal in any other manner with such right as it shall see fit at
    its sole discretion.


 




    	 



    	 



    

 


The
Company shall return or transfer to Yissum, within fourteen (14) days of termination of the License, all material, in soft or
hard copy, relating to the Licensed Technology or Products connected with the License, and it may not make any further use thereof.
In case of termination as set out herein, the Company will not be entitled to any reimbursement of any amount paid to Yissum under
this Agreement. Yissum shall be entitled to conduct an audit in order to ascertain compliance with this provision and the Company
agrees to allow access to Yissum or its representatives for this purpose.


 


	15.5.	The
    Company will prepare and present all regulatory filings necessary or appropriate in any country and will obtain and maintain
    any regulatory approval required to market Products in any such country, at all its own expense. Company will solely own all
    right, title and interest in and to all such regulatory approvals and filings; provided, however, that (1) Company
    will provide copies thereof to Yissum on an on-going basis; and (2) without derogating from Company’s assignment undertaking
    in this Section 15.5 below, upon termination of the License (in whole or in part), Company agrees that Yissum shall have the
    right, on its own or via third parties, to reference, cross-reference, review, have access to, incorporate and use all documents
    and other materials filed by or on behalf of Company and its Affiliates with any regulatory authority in furtherance of applications
    for regulatory approval in the relevant country with respect to Products.


 


Upon
the termination of the Agreement for any reason other than the expiration of its term or due to an uncontested, uncured breach
by Yissum (as set forth in Section 15.2.2 above), the Company shall transfer and assign to Yissum all of the Development Results
and any information and documents, in whatever form, relating thereto, including any data, results, regulatory information (including
applications, registrations, licenses, authorizations, approvals and all clinical studies, tests, and manufacturing batch records
relating to a Product, and all data contained in any of the foregoing) and files that relate to the Licensed Technology or the
Product(s) (collectively, the “Assigned Development Results”). The Company shall fully cooperate with Yissum
to effect such transfer and assignment and shall execute any document and perform any acts required to do so.


 


Without
derogating from the force and effect of the foregoing assignment undertaking, the Parties acknowledge and agree that if under
applicable law the aforesaid assignment undertaking will not be fully enforceable, then the part (if any) of such undertaking
which is enforceable shall remain in full force and effect, and the part (or whole) which is not enforceable shall be automatically
replaced with an irrevocable grant by the Company to Yissum, binding upon all of the Company’s acquirers, successors and
assignees, of an unrestricted, perpetual, irrevocable, worldwide, royalty-free, license to use, exploit, transfer and sublicense
(on a multi-tier basis) the Assigned Development Results, for any and all purposes and uses. To the extent permitted by applicable
law, such license will be exclusive.


 




    	 



    	 



    

 


Notwithstanding
anything to the contrary in Section 11 (Confidentiality) or elsewhere in this Agreement, Yissum (on its own or via third parties)
shall be entitled to freely exploit the Assigned Development Results without any obligation of confidentiality to the Company.


 


	15.6.	Notwithstanding
    the foregoing, neither the termination of this Agreement for any reason nor the expiration of the License shall release the
    Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s
    termination or the License’s expiration. In the event that the Company terminates this Agreement, it shall be required
    to continue paying all Ongoing Patent Expenses for those Licensed Patents in existence on the date of notice of such termination,
    including expenses incurred by reason of examinations and extensions, for twelve (12) months following the effective date
    of such termination.


 


In
addition, Sections 7, 8, 9, 12, 14, 15, 16 and 18 shall survive the termination of this Agreement to the extent required to effectuate
the intent of the Parties as reflected in this Agreement.


 


16.
Law


 


	16.1.	The
    provisions of this Agreement and everything concerning the relationship between the Parties in accordance with this Agreement
    shall be governed exclusively by Israeli law without application of any conflict of law principles that direct that the laws
    of another jurisdiction apply and jurisdiction shall be granted to the competent court in Jerusalem exclusively, except that
    Yissum may bring suit against the Company in any other jurisdiction outside the State of Israel in which the Company has assets
    or a place of business. The Company undertakes not to object to the enforcement against it of writs and decisions issued by
    any other jurisdiction outside the State of Israel under such circumstances. The Company hereby waives any immunity it may
    have against enforcement of any judgment so obtained against it by Yissum and waives any rights or claims that it may have
    with respect to forum non-conveniens.
	 	 
	16.2.	Each
    Party agrees that any breach or threatened breach of the terms and conditions of this Agreement governing confidentiality
    or the exploitation and use of the Licensed Technology may cause irreparable harm, that may be difficult to ascertain and
    that monetary damages may not afford an adequate remedy. Accordingly, in addition to all other rights and remedies that may
    be available to the non-breaching Party under this Agreement or by law, such Party shall be entitled to seek, in the courts
    and under the law mutually agreed to in Section 16.1 above, injunctive relief without proof of damages.


 









    	 



    	 



    

 


17.
Miscellaneous


 


	17.1.	Relationship
    of the Parties. It is hereby agreed and declared between the Parties that they shall act in all respects relating to this
    Agreement as independent contractors and there neither is nor shall there be any employer-employee or principal-agent relationship
    or partnership relationship between the Company (or any of its employees) and Yissum. Each Party will be responsible for payment
    of all salaries and taxes and social welfare benefits and any other payments of any kind in respect of its employees and officers,
    regardless of the location of the performance of their duties, or the source of the directions for the performance thereof.
	 	 
	17.2.	Assignment.
    No Party may transfer or assign or endorse its rights, duties or obligations pursuant to this Agreement to another, without
    the prior written consent of the other Parties, which consent shall not be unreasonably denied, conditioned or delayed.
	 	 
	17.3.	No
    waiver. No waiver by any Party, whether express or implied, of its rights under any provision of this Agreement shall
    constitute a waiver of such Party’s rights under such provisions at any other time or a waiver of such Party’s
    rights under any other provision of this Agreement. The failure or delay of a Party to claim the performance of an obligation
    of another Party shall not be deemed a waiver of the performance of such obligation or of any future obligations of a similar
    nature.
	 	 
	17.4.	Representation
    by Legal Counsel. Each Party represents that it has been represented by legal counsel in connection with this Agreement
    and acknowledges that it has participated in drafting this Agreement. In interpreting and applying the terms and provisions
    of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms
    and provisions.
	 	 
	17.5.	Legal
    Costs. Each Party shall bear its own legal expenses involved in the negotiation and drafting of this Agreement.
	 	 
	17.6.	Disclosure
    of Agreements with Researcher. The Company shall disclose to Yissum any existing agreement or arrangement of any kind
    with the Researcher and or any representative of the Researcher, and shall not enter into any such agreement or arrangement
    without the prior written consent of Yissum.
	 	 
	17.7.	Taxes.
    Monetary amounts mentioned in this agreement do not include value added tax (“VAT”), or any duties or other
    taxes. Each Party shall itself be responsible to pay the taxes for which it is liable under the law.


 


17.8.
Severability. The provisions of this Agreement are severable and, in the event that any one or more of the provisions or
part of a provision contained in this Agreement shall, for any reason, be held by any court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision
or part of a provision of this Agreement; but such provision shall be modified as set out below and the balance of this Agreement
shall be interpreted as if such provision were so modified. The Parties shall negotiate in good faith in order to agree on the
terms of an alternative provision which complies with applicable law and achieves, to the greatest extent possible, the same effect
as would have been achieved by the invalid, illegal or unenforceable provision. In the event that the Parties fail to agree within
thirty (30) days, the head of the Israeli Bar Association (on his/her own or via a representative that he/she appoints) (“Deciding
Expert”) will determine the text of the alternative provision, and each Party shall bear its own costs and the Parties
shall equally bear the fees and expenses of the Deciding Expert. Each Party agrees that the determination of the Deciding Expert
will be non-appealable, final and binding.


 




    	 



    	 



    

 


	17.9.	Force
    Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or
    breached the Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for
    so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party
    and without fault of such Party, including fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared
    or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances (except of such Party’s
    personnel), acts of God or acts, omissions or delays in acting by any governmental authority provided that the nonperforming
    Party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under
    this Agreement with reasonable dispatch whenever such causes are removed. The Party affected by such circumstances shall promptly
    notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do
    so.
	 	 
	17.10.	Counterparts.
    This Agreement may be executed in any number of counterparts (including counterparts transmitted by facsimile and by electronic
    mail), each of which shall be deemed an original, but all of which taken together shall be deemed to constitute one and the
    same instrument.
	 	 
	17.11.	Binding
    Effect. This Agreement shall be binding upon the Parties once executed by both Parties and shall enter into force and
    become effective as of the later of the signature dates.
	 	 
	17.12.	Entire
    Agreement. This Agreement constitutes the full and complete agreement between the Parties and supersedes any and all agreements
    or understandings, whether written or oral, concerning the subject matter of this Agreement, and may only be amended by a
    document signed by both Parties.


 




    	 



    	 



    

 


18.
Notices


 


All
notices and communications pursuant to this Agreement shall be made in writing and sent by facsimile, electronic mail or by registered
mail or served personally at the following addresses:


 


To
Yissum at:


 


Yissum
Research Development Company


of
the Hebrew University of Jerusalem Ltd.


P.O.
Box 39135, Jerusalem 91390 Israel


Facsimile:
972-2-6586689


Email:
bob.trachtenberg@yissum.co.il


 


	To
    the Company at:	 
	 	 	 
	Facsimile:
    Email:	 	 
	 	 	 
	 	 	 


 


or
such other address furnished in writing by one Party to the other. Any notice served personally shall be deemed to have been received
on the day of service, any notice sent by registered mail as aforesaid shall be deemed to have been received seven (7) days after
being posted by prepaid registered mail. Any notice sent by facsimile or electronic mail shall be deemed to have been received
by the next business day after receipt of confirmation of transmission (provided that any notice terminating this Agreement which
is sent by electronic mail shall be followed by a notice sent in any other manner provided herein).


 


IN
WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS


 


	YLSSUM	 	THE
    COMPANY
	 	 	 	 
	By:
    	 	By:
    	 
	Name:
    	 	Name:	 
	Title:
    	 	Title:	 
	Date:	 	Date:	 


 


I
the undersigned, Prof. Shlomo Magadassi, have reviewed, am 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.


 




    	 



    	 



    

 


Appendix
A


 




LICENSED PATENTS


 


KNOW-HOW


 


	YISSUM	 	THE
    COMPANY
	 	 	 	 	 
	By:
    	 	 	By:	 
	Name:
    	 	 	Name:	 
	Title:
    	 	 	Title:
    	 
	Date:	 	 	Date:	 


 




    	 



    	 



    

 


Appendix
C


 


THE
DEVELOPMENT PLAN 


 


[To
be provided by the Company]


 


	YISSUM	 	THE
    COMPANY
	 	 	 	 	 
	By:
    	 	 	By:
    	 
	Name:
    	 	 	Name:	 
	Title:
    	 	 	Title:
    	 
	Date:	 	 	Date:	 


 




    	 



    	 



    

 


Appendix
C


Cannabis
Powder project — Development plan outlines 


 


	Stage	 	Detailed
    content
	1	 	Research:
	 	 	1.   Scientific
    breakthrough, producing solid particles of Cannabis oil
	 	 	2.   Integrating
    a prelaminar laboratory production process
	 	 	3.   Reaching
    a physico-Chemical stable particle
	 	 	4.   Reproducible,
    uniform particles
	 	 	5.   Developing
    validated analytical methods for the developed product
	 	 	6.   Developing
    basic delivery systems using the cannabis powder
	2	 	Biological
    evaluation:
	 	 	1.   Identifying
    suitable Animal-Model
	 	 	2.   Conducting
    pharmacokinetic pre-clinical studies using different delivery systems
	 	 	3.   Examining
    the influence of different concentrations on the kinetics and dynamics of preparations
	 	 	4.   Comparative
    studies of the new product Vs traditional delivery system
	 	 	5.   Delivery
    system of choice
	3	 	Up-Scaling:
	 	 	1.   Locate
    an existing production site
	 	 	2.   Cannabis
    regulation and permits
	 	 	3.   Production
    line planning
	 	 	4.   Equipment
    acquire and assembly
	 	 	5.   Production
    process development
	 	 	6.   Analysis
	 	 	7.   GMP
    regulation and validation
	4	 	Clinical
    study preparations:
	 	 	1.   GLP
    toxicology
	 	 	2.   Phase
    I study plan
	 	 	3.   Ethics
    considerations
	 	 	4.   Recruiting
	 	 	5.   Validated
    production
	5	 	Start
    Phase I clinical study


 




    	 



    	 



    

 


Appendix
D


 


 JOINT
PATENT ASSIGNMENT LETTER


 


ASSIGNMENT
AGREEMENT 

Made as a Deed 


 


This
ASSIGNMENT AGREEMENT (the “Agreement”) is made this _ day of______, 20_, by and


 


between
Yissum Research Development Company of the Hebrew University of Jerusalem Ltd., Hi-Tech Park, Edmond J. Safra Campus, Givat Ram,
Jerusalem, Israel on the one hand (“Yissum”) 


 


and
_________________________________________, on the other hand(the “Company”). Yissum and the Company shall be referred
each as a “Party”, and together as the “Parties”.


 


	WHEREAS,	on_________,
    20_, the Parties signed a Research and License Agreement (the “R&L Agreement”), according to which the Company
    received, among other things, a License to the Licensed Patents; and
	 	 
	WHEREAS,	pursuant
    to the R&L Agreement, certain inventions have been or shall/may be registered jointly in the name of Yissum and the Company
    and shall be regarded as Joint Patents; and
	 	 
	WHEREAS,	the
    Parties have agreed that, upon the occurrence of certain Events (as defined below), the Company shall assign and transfer
    to Yissum its title and ownership in and to the Joint Patents and thereafter Yissum shall become the sole and exclusive owner
    of such Joint Patents; all in accordance with the terms and conditions of this Agreement;


 


NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS: 1.


 


Preamble


 


	 	1.1	The
    recitals hereto constitute an integral part hereof.
	 	 	 
	 	1.2	The
    headings of the sections in this Agreement are for the sake of convenience only and shall not serve in the interpretation
    of the Agreement.
	 	 	 
	 	1.3	All
    capitalized terms not defined herein shall have the meaning ascribed to such terms in the R&L Agreement.
	 	 	 
	 	1.4	In
    this Agreement the following expressions shall have the meanings appearing alongside them, unless the context otherwise requires:


 


“Effective
Date” shall mean the date of occurrence of the earliest of the Events.


 


“Event(s)”
shall mean a situation in which: (i) the Company passes a resolution for voluntary winding up or a winding up application is made
against it and not set aside within sixty (60) days; or (ii) a receiver or liquidator is appointed for the Company; or (iii) the
Company enters into winding up or insolvency or bankruptcy proceedings; or (iv) the Company ceases operations; or (v) a Joint
Patent has become a Relinquished Patent.


 


“Intellectual
Property Rights” shall mean any and all rights relating to intellectual property, including without limitation, all
inventions, patents and patent applications, including all re-issuances, continuations, continuations-in-part, divisions, revisions,
extensions and re-examinations thereof.


 


“Relinquished
Patent” shall mean a Joint Patent for which the Company fails to pay the expenses of the filing, prosecution, maintenance
or any activity required by the patent office, relating thereto.


 




    	 



    	 



    

 


		2.	Assignment
                                         of Joint Patents.



 


	 	2.1	Upon
    the Effective Date, the Company shall assign, convey and transfer to Yissum„ its
	 	 	 
	 	 	successors
    and assigns, the entire right, title and interest in and to any Joint Patent(s), including all Intellectual Property Rights
    therein, and all rights and benefits under any applicable law, treaty or convention. Notwithstanding the foregoing, in case
    the Event relates solely to a Relinquished Patent, the aforementioned assignment shall relate only to such Relinquished Patent.
	 	 	 
	 	2.2	Subsequent
    to an assignment pursuant to this Agreement, the Company or its successors,
	 	 	 
	 	 	legal
    representatives or assigns shall notify Yissum, its successors, legal representatives and assigns, of any facts known to it
    regarding said Joint Patents, testify in any legal proceeding, sign all lawful papers, execute all divisional, continuing,
    reissue and foreign applications, make all rightful oaths, and generally do everything possible to assist Yissum, its successors,
    legal representatives and assigns, to obtain and enforce proper protection, full ownership and rights of use for said Joint
    Patents in all countries.
	 	 	 
	 	2.3	In
    the event the Company, its successors, legal representatives or assigns fail to execute
	 	 	 
	 	 	and
    deliver such documents and instruments promptly upon Yissum’s request, Yissum is hereby authorized and appointed attorney-in-fact
    of and for the Company to make, execute and deliver any and all such documents and instruments.


 


		3.	Governing
    Law and Jurisdiction. The provisions of this Agreement and everything concerning the relationship between the Parties in accordance
    with this Agreement shall be governed by the laws of the State of Israel and exclusive jurisdiction shall be granted to the
    appropriate courts in Jerusalem, Israel.
	 	 	 
		4.	Miscellaneous.
    This Agreement supersedes any prior understanding, agreement, practice or  contract, oral or written, between the Parties
    with respect to the matters covered by this Agreement. This Agreement may not be modified except by written instrument signed
    by all Parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which
    together shall constitute one and the same instrument. This Agreement shall be binding upon the Parties’ heirs, executors,
    administrators, successors, and assigns. The invalidity of any provision of this Agreement shall not result in the invalidity
    of the entire Agreement.


 


AS
WITNESS THE HANDS OF THE PARTIES:


 


	[Company
    Name]	 	Yissum
    Research Development Company
	[Full
    Address]	 	of
    the Hebrew University of Jerusalem Ltd.
	 	 	Hi-Tech
    Park, Edmond J. Safra Campus,
	 	 	Givat
    Ram, P.0.13 39135, Jerusalem 91390, Israel


 


	By:
    	 	 	By:	 
	Name:
    	 	 	Name:	 
	Title:
    	 	 	Title:
    	 
	Date:	 	 	Date:	 


 




    	 



    	 



    

 


Appendix
E 


 


Stages
For Cannabis Powder project — Mile stones


 


	Stage	 	Missions	 	Duration
    (Months)
	1	 	Research	 	24
	2	 	Evaluation
    in biological 

    systems	 	12
	3	 	Pre-industrial	 	12
	4	 	Developing
    GMP’ed small 

    scale production	 	18
	5	 	GLP
    Toxicology	 	12
	6	 	Ethics,
    preparations and 

    recruitment for Phase I	 	18
	7	 	First
    in human