Exhibit
10.10


 


Summary
of the Lease Agreement


 


		1.	Lease
                                         Agreement dated November 1, 2005:



 


		1.1.	The
                                         Parties: BiondVax Pharmaceuticals Ltd. (“Lessee”) and Ef-Shar Ltd. (“Lessor”).



 


		1.2.	Signing
                                         Date: November 1, 2005.



 


		1.3.	Term:
                                         The term of the lease agreement is 48 months, which shall commence on February 1, 2006.



 


		1.4.	The
                                         Premises: 225 square meters on the 4th floor of building no. 14 at Park Hamada, 14
                                         Einstein Street, Nes-Ziona, Israel.



 


		1.5.	Lease
                                         Payments: (1) A monthly lease payment of NIS 10,753 ($10.3 per sqm at the applicable
                                         exchange rate at such time of NIS 4.64 = $1), plus VAT, linked to the CPI Index as of
                                         September 2005; and (2) building management fees of NIS 9.64 per sqm, per month, plus
                                         VAT, linked to the CPI Index as of August 2005.



 


		1.6.	Maintenance
                                         of the Leased Property during the Term of Lease:



 


		(a)	The
                                         Lessor shall provide cleaning and maintenance services regarding the common property
                                         in the building of the leased property. The Lessee shall pay the Lessor 115% of the amount
                                         of all maintenance and other expenses attributed to the proportionate share of the Lessee's
                                         leased property, out of the entire property.



 


		(b)	The
                                         Lessee undertakes not to make any external change in the Leased Property, make any addition
                                         thereto nor demolish any part of the Leased Property or any of its installations, without
                                         obtaining the advance and written consent of the Lessor



 


		1.7.	Other
                                         Payments for which the Lessee shall be Liable (in respect of the term of the lease),
                                         include the following:



 


		(a)	All
                                         such taxes, fees, municipal taxes (arnona) and compulsory levies, whether municipal or
                                         governmental and whether attributed to the leased property or he business conducted therein,
                                         which are imposed upon occupiers, lessors or owners of leased property shall be the sole
                                         responsibility of the Lessee and shall be paid by the Lessee, either directly to the
                                         relevant authority or to the Lessor upon the presentation of a document requiring such
                                         tax payments, as applicable. The Lessee shall make all such payments on the legal date
                                         at which they are required to be paid to the authorities.



 


		(b)	All
                                         such payments and expenses in respect of supply of electricity, water and telephone to
                                         the leased property.



 


		(c)	All
                                         such taxes and payments, as become due in accordance with any applicable law, shall be
                                         the responsibility of and shall be paid by the Lessee.



 


		(d)	The
                                         Lessee shall be responsible for obtaining a business license for its activity at the
                                         leased property if such a business license is required by law.



 


		1.8.	Securities
                                         to be Provided by the Lessee: To secure all the Lessee’s obligations under
                                         this lease agreement, the Lessee shall deposit with the Lessor a bank financial guarantee
                                         in favor of the Lessor for a sum equivalent to rent and building management fees in consideration
                                         for a period of 6 months plus VAT. Such guarantee amounts which shall be linked to the
                                         CPI Index as of September 2005.



 


	 	1.9.	The
    Lessee’s Liability:




 


		(a)	The
                                         Lessee is responsible, at its own expense, for the repair of any fault discovered in
                                         the Leased Property.



 


		(b)	The
                                         Lessee shall bare full responsibility towards the Lessor for any damages, including any
                                         bodily injury or damage to property, equipment or reputation, or loss of revenue to the
                                         Lessor and/or any third party, as a result of the Lessee's and/or anyone on its behalf's
                                         negligence with respect to holding and or use of the leased property/building/park. and
                                         undertakes to compensate and indemnify the Lessor for ant such damages.



 






    	 



    	 



    

 


		(c)	The
                                         Lessor shall not bear any responsibility whatsoever for bodily injuries or damage to
                                         property of the Lessee, its business, equipment, employees and customers, visitors, invitees
                                         or any other third party, caused at the Leased Property during the term of lease.



 


		1.10.	Insurance:
                                         The Lessee shall, at its own expense, purchase and keep in force throughout the term
                                         of lease, the following insurance policies with a recognized and duly authorized insurance
                                         company:



 


		(a)	Property
                                         insurance – insuring the contents of the Leased Property including such improvements
                                         and investments made therein other than by the Lessor, of whatever kind and category,
                                         in the full value thereof, against all generally insured risks including fire, explosion,
                                         earthquake, storm, tempest, flooding, water damage, aircraft, collisions, strikes, riots,
                                         willful damage and burglary ("Property Insurance").



 


		(b)	Third
                                         party liability insurance – insuring the Lessee’s liability towards the Lessor
                                         and to any third party, for an amount of no less than a sum in NIS equivalent to $1,000,000.
                                         The policy shall include a “cross liability” clause ("Third Party Liability
                                         Insurance").



 


		(c)	Employers
                                         liability insurance – insuring the Lessee’s liability towards its employees
                                         for any bodily injury to any employee during the course of and as a result of his employment,
                                         for an amount of no less than a sum in NIS equivalent to $5,000,000 ("Employers
                                         Liability Insurance").



 


		(d)	The
                                         Lessee may issue, loss of profit insurance – insuring damage caused to the Lessee
                                         in the full value thereof resulting from loss or damage to the Lessee’s property
                                         and to the leased property from the risks specified in e subsection 1.10.(a) above ("Loss
                                         of Profit Insurance").



 


		(e)	The
                                         Lessee exempts the Lessor, the building management service provider and the other holders
                                         of rights in the building who have included in their respective lease agreement such
                                         exemption in favor of the Lessee, from any liability with respect to, and waives any
                                         claim with respect to, any damage and/or loss insured under subsections 1.10.4(a) through
                                         (d) above (including subsection 1.10(d) - whether such insurance has been procured by
                                         the Lessee or not). Such exemption shall not apply to any one who maliciously caused
                                         such damages.



 


		1.11.	Inapplicability
                                         of the Tenants Protection Laws:



 


		(a)	The
                                         tenancy, the Lessee and the leased property are not protected under the provisions of
                                         the Tenants Protection Law (Consolidated Version) 5732-1972, nor under the provisions
                                         of any other law which protects a Lessee or occupier in any way whatsoever, and the said
                                         laws and amendments thereto shall not apply to the tenancy herein or to this Agreement.



 


		(b)	The
                                         Lessee has neither been requested to pay nor has it paid key money or made payments that
                                         are likely to be construed as key money. When vacating the leased property the Lessee
                                         shall not be entitled to any payment whatsoever, whether as key money or in any other
                                         way.



 


		1.12.	Prohibition
                                         Against the Transfer of the Rights of the Lessee:



 


		(a)	The
                                         Lessee shall not to transfer its rights under this Agreement or any part thereof to any
                                         other person or persons in any way whatsoever, nor to deliver or transfer the leased
                                         property or any part thereof to any other person or persons in any way whatsoever, nor
                                         to sublet the leased property or any part thereof, nor permit the use of the leased property
                                         or any part thereof for any period and in any way whatsoever by any other person or persons,
                                         nor share possession of the leased property or any part thereof with any other person
                                         or persons - wholly or partially.



 


		(b)	The
                                         Lessee shall provide prior written notice to the Lessor of any change of control in the
                                         Lessee. In such event, the Lessee shall remain liable towards the Lessor for all its
                                         obligations under the lease agreement. in the event of such change of control of the
                                         Lessee, the Lessor shall be entitled, at its sole discretion, to terminate the lease
                                         agreement with 90 days prior written notice to the Lessee.



 


		1.13.	Transfer
                                         of Lessors rights, nonstructural changes to the premises. The Lessor is entitled
                                         to lease and/or sell its rights to the park and/or building and/or the leased property
                                         to whomever, and for any purpose, as it sees fit, and to perform construction work on
                                         the building and the surrounding premises, including nonstructural changes to the building,
                                         without any consent of the Lessee, so long as the Lessee's rights under the lease agreement
                                         remain unharmed.



 






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		2.	2009
                                         Addendum to the Lease Agreement:



 


		2.1.	On
                                         November 27, 2009, the parties amended the lease agreement to extend the term of the
                                         lease agreement for an additional period of 24 months, commencing from February 1, 2010.



 


		2.2.	The
                                         Lessee may terminate the lease after the first period of 12 months, with 240 days prior
                                         written notice.



 


		2.3.	The
                                         Lessee shall pay a monthly lease payment of NIS 10,753, plus VAT, linked to the CPI Index
                                         as of September 2005; and (2) building management fees as is customary in the building,
                                         plus vat VAT in accordance with applicable law and linkage as is customary in the building.



 


		3.	2010
                                         Addendum to the Lease Agreement:



 


		3.1.	On
                                         August 18, 2010, the parties amended the lease agreement to increase the premises and
                                         add an additional 183 square meter unit on the 4th floor of building no. 14 at Park Hamada,
                                         14 Einstein Street, Nes-Ziona, Israel, subject to the same terms as the lease agreement.



 


		3.2.	The
                                         term of the lease of the additional 183 square meters shall commence from August 15,
                                         2010 and end on January 31, 2012.



 


		3.3.	The
                                         lease payments for the additional 183 square meters shall be: (1) A monthly lease payment
                                         of NIS 10,614 (NIS 58 per sqm), plus VAT, linked to the CPI Index for February 2014;
                                         and (2) building management fees as is customary in the building, plus vat VAT in accordance
                                         with applicable law and linkage as is customary in the building.



 


		3.4.	The
                                         Lessee shall deposit with the Lessor a bank financial guarantee in favor of the Lessor
                                         for a sum equivalent to rent and building management fees for the additional unit, in
                                         consideration for a period of 9 months plus VAT. Such guarantee amounts which shall be
                                         linked to the CPI Index for February 2014.



 


		4.	2011
                                         Addendum to the Lease Agreement



 


		4.1.	In
                                         2011, the parties amended the lease agreement to increase the premises and add an additional
                                         12 square meters on the 4th floor of building no. 14 at Park Hamada, 14 Einstein Street,
                                         Nes-Ziona, Israel, subject to the same terms as the lease agreement.



 


		4.2.	The
                                         term of the lease of the additional 12 square meters shall commence from July 1, 2011
                                         and end on January 31, 2012.



 


		4.3.	The
                                         lease payments for the additional 12 square meters shall be: (1) A monthly lease payment
                                         of NIS 696 (NIS 58 per sqm), plus VAT, linked to the CPI Index for February 2014; and
                                         (2) building management fees as is customary in the building, plus vat VAT in accordance
                                         with applicable law and linkage as is customary in the building.



 


		5.	2012
                                         Addendum to the Lease Agreement



 


		5.1.	In
                                         2012, the parties amended the lease agreement to extend the term of the lease agreement
                                         for the increased premises, pursuant to all amendments to the lease agreement (420 sqm
                                         in the aggregate), for an additional period of 36 months, commencing from February 1,
                                         2012, subject to the same terms as the lease agreement including the amendments thereto.



 


		5.2.	The
                                         Lessee may terminate the lease on January 31, 2013 or January 31, 2014, with 180 days
                                         prior written notice (prior to the relevant termination date).



 


		5.3.	The
                                         Lessee shall pay a monthly lease payment and building management fees in accordance with
                                         the terms set forth in the license agreement as amended.



 


		5.4.	Insurance
                                         by Lessee – the preexisting terms pertaining to insurance shall be replaced
                                         as follows:



 


		(a)	The
                                         Lessee shall, at its own expense, purchase and keep in force throughout the term of lease,
                                         the following insurance policies with a recognized and duly authorized insurance company:



 


		(i)	Property
                                         Insurance.



 






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		(ii)	Third
                                         Party Liability Insurance for an amount of no less than a sum in NIS equivalent to $1,000,000.
                                         The policy shall include a “cross liability” clause.



 


		(iii)	Employers
                                         Liability Insurance for an amount of no less than a sum in NIS equivalent to $5,000,000.



 


		(iv)	The
                                         Lessee may issue Loss of Profit Insurance.



 


		(b)	The
                                         Lessee exempts the Lessor, the building management service provider and the other holders
                                         of rights in the building who have included in their respective lease agreement such
                                         exemption in favor of the Lessee, from any liability with respect to, and waives any
                                         claim with respect to, any damage and/or loss insured under subsections 5.4(a)(i) through5.4(a)(iv)
                                         (including subsection 5(a)(iv)- whether such insurance has been procured by the Lessee
                                         or not). Such exemption shall not apply to any one who maliciously caused such damages.



 


		5.5.	Insurance
                                         by Lessor :



 


		(a)	The
                                         Lessor shall, itself or through the building management service provider, purchase and
                                         keep in force throughout the term of lease, on its behalf and on behalf of the building
                                         management service provider, the following insurance policies:



 


		(i)	Property
                                         Insurance for the building.



 


		(ii)	Third
                                         Party Liability Insurance in an amount of no less than a sum in NIS equivalent to $2,000,000.
                                         The policy shall include a “cross liability” clause.



 


		(iii)	Employers
                                         Liability Insurance for an amount of no less than a sum in NIS equivalent to $5,000,000.



 


		(iv)	The
                                         Lessor may issue insurance for loss of lease payments and/or building management fees
                                         and/or parking fees due to damage to the building.



 


		(b)	The
                                         Lessor, on its behalf and on behalf of the building management service provider, exempts
                                         the Lessee and anyone on its behalf from any liability with respect to, and waives any
                                         claim with respect to, any damage and/or loss insured under subsections 5.5(a)(i) and
                                         (iv) (including subsection 5(a)(iv)- whether such insurance has been procured by the
                                         Lessee or not). Such exemption shall not apply to any one who maliciously caused such
                                         damages.



 


		(c)	The
                                         Lessee shall pay a portion of the Lessors insurance expenses pursuant to the lease agreement,
                                         calculated in accordance with it's a proportionate share of leased property, out of the
                                         entire property.



 


 


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