EX-10.2



 

\



Exhibit
10.2




This Agreement shall take effect on the date set forth in the Exercise Notice, as defined

in the Option Agreement dated January 19, 2006




Tenancy Agreement



Effective
as of this 15th day of May, 2006




	 	 	 
	By and Between:

	 	Nichsei Har Hozvim Ltd. (51-168405-2)
	 

	 	c/o G.T.I – Technology Park Jerusalem Ltd.,
	 

	 	P.O.B. 48255 Jerusalem 91487
	 

	 	(Hereinafter: the “Lessor”)
	 
	 	 
	And:

	 	Omrix Biopharmaceuticals Ltd. (51-216605-9)
	 

	 	Magen David Adom (MDA) Blood Bank Building,
	 

	 	Sheba Hospital P.O.B. 828, Tel Hashomer
	 

	 	(Hereinafter: the “Lessee”)







			
	Whereas	 	the Lessor is the owner of the rights in the land known as parcel 110 in block 30241, Kiryat Mada
Street, Har Hozvim, Jerusalem; and






			
	Whereas	 	situated on the said Land are an existing building, another building whose construction has been
completed and other buildings at stages of planning, construction and development; and






			
	Whereas	 	the Lessee wishes to lease from the Lessor areas situated in Building B in the Land, all as herein
set forth; and






			
	Whereas	 	the Lessor agrees to lease to the Lessee areas situated in Building B in the Land, all as herein set
forth;





Now, therefore, it is hereby agreed, stipulated and declared as follows:





	1.	 	General






	 	1.1.	 	The Preamble hereto constitutes an inseparable part hereof.
	 
	 	1.2.	 	Definitions
	 
	 	 	 	In this Agreement the following terms shall have the meaning set out opposite
them:






	 	1.2.1.	 	The “Land” — Parcel 110 in block 30241, Kiryat Mada Street, Har Hozvim, Jerusalem,
including everything built therein and everything to be built and developed
therein. The boundaries of the Land are delineated in the scheme attached
to this Agreement as a part hereof, marked “Appendix 1-1”.
	 
	 	1.2.2.	 	The “Project” — Ramot Meir Project, being set up in the Land, which includes and
is to include multi-purpose buildings, parking lots and open areas.





	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 



 


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	 	 	 	The Project is planned by the Lessor so as to consist of three principal
buildings plus a building constituting a multi-story tower
(respectively: Building A, Building B, Building C and Building
D). The term “Project” incorporates each of these buildings and
all other constructions, facilities, areas, yards, roads and everything
found on the Land.
	 
	 	 	 	The setting up of the Project shall be implemented in stages, at the
Lessor’s discretion.
	 
	 	1.2.3.	 	“Building A” – a built and completed building in the Project, the boundaries of
which are delineated in the scheme Appendix 1-1, consisting of several floors, and
leased for various purposes.
	 
	 	 	 	“Building B” – a built and completed building in the Project, the boundaries
of which are delineated in the scheme Appendix 1-1, consisting of parking lot
levels and floors for multi-purpose use.
	 
	 	 	 	“Building C” – a building in the planning stage, the boundaries of which
are delineated in the scheme Appendix 1-1, which shall consist of parking
lot levels and floors for multi-purpose use.
	 
	 	 	 	“Building D” – a building in the planning stage, designed as a tower
consisting of several floors, which is scheduled to be built should the
construction thereof be approved, above part of Building C.
	 
	 	1.2.4.	 	The Leased Premises:






	 	1.2.4.1.	 	An area covering 1,832 sq.m., gross, on level 712.8, in building B.


	 
	 	plus -	 
	 
	 	1.2.4.2.	 	An area covering 1,925 sq.m., gross, on level 717.7, in building B.
	 
	 	 	 	The areas of the leased premises are marked with diagonal blue lines in the
schemes attached hereto as a part hereof, marked as Appendix 1-2
(II-III). The “Leased Premises” further consist of all work products
and the systems set out in Appendix 2 hereto (technical specification).
	 
	 	 	 	The areas of the Leased Premises shall be determined finally and precisely,
subject to an upward or downward deviation which shall not exceed 10% of the
said areas, pursuant to the final planning of the Leased Premises by the
Lessee and the adaptation thereof for its purposes, in a notice to be
delivered to the Lessor up to May 31, 2006. Should the Lessee fail to give
notice of updating the areas of the Leased Premises as aforesaid up to May 31,
2006, the areas of the
Leased Premises shall be as aforesaid. Only in the event of any
change in the areas of the Leased Premises in accordance with this paragraph
shall the rent, the management fee, the insurance policies, the deposit
amounts and the bank guarantees be adjusted





	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 



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according to such increment or
decrement, as the case may be, in the area of the Leased Premises and at the
tariff set forth in Appendix 3.




	 	1.2.5.	 	“Month” – a Gregorian month, commencing on the first day and ending on the
last day of such month, in accordance with the number of days of such month in
that Gregorian year.
	 
	 	1.2.6.	 	“Management Company” – a company designated by the Lessor to provide
management and maintenance services to the Project, whether the Lessor’s
company or any other company to be selected by the Lessor.
	 
	 	1.2.7.	 	“Areas of Use”: -






	 	1.2.7.1.	 	A total area covering 144 sq.m. in the parking lot level, on level
709.5, in building B.
	 
	 	 	 	plus -
	 
	 	1.2.7.2.	 	An area covering 771 sq.m., gross, in the technical area on level
712.8, in building B.
	 
	 	 	 	plus -
	 
	 	1.2.7.3.	 	A total area covering 123 sq.m. situated in the courtyard in
building B.
	 
	 	 	 	plus -
	 
	 	1.2.7.4.	 	A loading and unloading bay situated on level 712.8 (between axes
16-17, L-K), covering a total area of approx. 87 sq.m. in Building B.
	 
	 	 	 	plus -
	 
	 	1.2.7.5.	 	Total areas covering approx. 257 sq.m. above the roof of Building B
– level 734.3.
	 
	 	 	 	The Areas of Use are delineated in red diagonal lines in schemes Appendix 1-2
(I-V), attached hereto as an inseparable part hereof.
	 
	 	 	 	The provision at the end of sub-clause 1.2.4 shall also apply with respect to
the Areas of Use.






	 	1.2.8.	 	“Dollar / US Dollar” – the dollar currency of the United States.






	 	1.3.	 	The appendixes attached hereto constitutes an inseparable part hereof.
The appendixes to the Agreement are as follows:





	 	 	 
	Appendix 1-1:

	 	the land scheme.
	 
	 	 
	Appendix 1-2I:

	 	Diagram of the parking lot area on level 709.5, comprised in
the Areas of Use.
	 
	 	 
	Appendix 1-2II: -

	 	Scheme of the part of the Leased Premises on level 712.8,
including a technical area, the area in the courtyard and the loading and unloading
bay, forming part of the areas of use.






	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.

























 



4


	 	 	 
	Appendix 1-2III: -

	 	Scheme of part of the Leased Premises on level
717.7.
	 
	 	 
	Appendix 1-2IV:

	 	Scheme of part of the Leased Premises on level 722.6.
	 
	 	 
	Appendix 1-2V:

	 	Diagram of the roof area on level
734.3, comprised in the Areas of Use.
	 

	 	
	Appendix 2:

	 	Technical specification.
	 
	 	 
	Appendix 3:

	 	Rates of rent, management fee, areas of the leased premises,
Areas of Use and option areas.
	 
	 	 
	Appendix 4:

	 	The Management Contract.
	 
	 	 
	Appendix 5:

	 	Bank Hapoalim’s approval (to be attached).
	 
	 	 
	Appendix 6:

	 	Approval of the Fire Department for Building B.
	 
	 	 
	Appendix 7:

	 	Insurance policies (to which Appendixes 7-1, 7-2 and 7-3 are attached).
	 
	 	 
	Appendix 7-1:

	 	Confirmation of works under construction (Lessee).
	 
	 	 
	Appendix 7-2:

	 	Lessee’s insurance policies.
	 
	 	 
	Appendix 7-3:

	 	Confirmation of Lessor’s insurance policies.
	 
	 	 
	Appendix 8:

	 	Interior works by the Lessee.
	 
	 	 
	Appendix 9:

	 	Form of bank guarantee.







	 	1.4.	 	The headings of sections and provisions in this Agreement and in the appendixes
hereto are for convenience of reading the Agreement and the appendixes thereof; and do
not constitute part of the Agreement and the Agreement shall not be construed in
accordance therewith.
	 
	 	1.5.	 	It is hereby emphasized that in the event any of doubt or conflict, the provisions of
the tenancy agreement shall prevail over the provisions of the appendixes thereto.






	2.	 	Undertaking to Lease and Let, to Permit Use and to Use






	 	2.1.	 	The Lessee hereby undertakes to lease the Leased Premises from the Lessor and the Lessor
hereby undertakes to let the Leased Premises to the Lessee, all in accordance with all the
terms and conditions of this Agreement.
	 
	 	2.2.	 	Other from allowing access on a regular basis to maintenance and service personnel
on behalf of the Lessor and/or the Management Company, during all hours of the day, for
the
purpose of providing maintenance services in the Building, while protecting and
strictly attending to the facilities placed by the Lessee in the Areas of Use, the
Lessee is hereby granted the right of exclusive use of the Areas of Use.
Notwithstanding the foregoing, it is hereby agreed that for the purpose of escape
tenants and guests in the Building may use the loading and unloading bay or the roof
areas forming part of the Areas of Use.





	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 



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	 	2.3.	 	The Lessee hereby further undertakes to enter into a management agreement with the
Management Company designated in this Agreement and to comply with all provisions and
terms of the management agreement attached hereto as Appendix 4, as part of its
obligations under this Agreement vis-à-vis the Lessor.
	 
	 	2.4.	 	The Lessor hereby declares and undertakes that:






	 	2.4.1.	 	Construction of Building B was completed pursuant to the duly issued building
permit; all approvals required under law were obtained from the authorities and
competent entities for the occupation thereof, including Form 4, confirmation from
the fire department with respect to the Building, and a completion certificate; to
the best knowledge of the Lessor and without derogating from the Lessee’s
obligation under this Agreement to conduct all required examinations,
implementation of the purpose of the lease in the Leased Premise falls in line with
the designation of the Leased Premises pursuant to the Planning & Building Law,
5725 – 1965.
	 
	 	2.4.2.	 	In the construction of Building B the Pal-Kal construction method was not
employed, nor was any use made of asbestos.
	 
	 	2.4.3.	 	There is no impediment to the Lessor’s entering into this Agreement, nor is any
approval by any third party or authority required for the purpose of this
Agreement, other than the approval of Bank Hapoalim Ltd., which is attached hereto
as Appendix 5.
	 
	 	2.4.4.	 	All the tenancy agreements of new lessees in Building B shall incorporate a
provision concerning the prevention of nuisance and noise, including, in
particular, pollution, smoke and bad odors, or such similar provisions, that such
obligations will be forced and that a provision in this spirit is incorporated in
all tenancy agreements entered into prior to this Agreement, which are still in
effect.
	 
	 	2.4.5.	 	The Management Company shall provide to all areas in Building B high-level
maintenance and management services, which shall be no less than the level customary
for buildings of the same type in leading hi-tech industry parks and laboratories;
that in the course of the Management Company’s work no use will be made of the Areas
of Use without prior coordination with the Lessee, other than in emergencies, and that
the Management Company shall not cause any damage to the Lessee’s facilities and/or to
facilities serving the Leased Premises and the activity therein, that are installed in
the Areas of Use.
	 
	 	2.4.6.	 	It shall disclose any relevant information in its possession and/or in the
possession of anyone on its behalf, with respect to Building B and the Leased
Premises to contractors and professionals on behalf of the Lessor, including
drawings, plans of any nature whatsoever, specification of systems of the Leased
Premises and of the systems serving the Leased Premises as well as loads.
	 
	 	2.4.7.	 	That during all times there shall be appropriate, clean and lighted access to
Building B and to the Leased Premises and that the infrastructures in the vicinity





	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 



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	 	 	 	of Building B shall be in good working order, including the electricity, water, sewage
and drainage systems.
	 
	 	2.4.8.	 	Each of the sub-provisions in clause 2.4 above constitutes a fundamental condition
of this Agreement, the breach of which shall constitute a fundamental breach of the
Agreement, respecting which the provisions of clause 18 below shall also apply.






	3.	 	Term of Lease






	 	3.1.	 	Subject to the provision of sub-clause 3.2 below and subject to the provision of
sub-clause 3.3 below, the term of the lease of the Leases Premises is hereby set for a
period of ten years (120 months), commencing on May 15, 2006 (“Lease Inception Date”)
and ending on May 14, 2016 (this term shall hereinafter be referred to as: the
“Lease Term”.
	 
	 	 	 	The Lease Term, commencing on May 15, 2006 and ending on May 14, 2007 shall be
used for preparation of the Leased Premises for the designation of a plant
manufacturing the Lessee’s products, including the installation of systems and
equipment and shall hereinafter be referred to as: the “Preparation Period”.
	 
	 	 	 	It is hereby clarified, to remove any doubts, that in any event, and without derogating
from the Lessee’s right to carry on the implementation of interior works at any time
and at its discretion subject to the provisions of this Agreement below, the
Preparation Period shall not exceed twelve months, even if the Lessee’s works as part
of preparing the Leased Premises for its designation actually continue after the end of
twelve months as aforesaid.
	 
	 	3.2.	 	The Lessee is hereby granted the right to shorten the Lease Term, under the terms
set forth in this sub-clause and in sub-clause 3.3 below, upon the occurrence
of one or more of the events set out below:






	 	3.2.1.	 	The Food & Drug Administration of the United States (FDA) denied and/or failed to
renew for a period exceeding six months the approval issued to the Lessee’s plant in
the Leased Premises for the production of biologic glue products in the United
States, provided that during this period the Lessee acted to the best of its ability
and exercised due and reasonable diligence with a view to renewing the said FDA
approval, and up to the end thereof such approval has not been renewed;
	 
	 	3.2.2.	 	The Ministry of Health of the State of Israel denied and/or failed to renew for a
period exceeding six months the approval it issued for the production of biologic
glue products at the Lessee’s plant in the Leased Premises and for the marketing
thereof, provided that during such period the Lessee acted to the best of its
ability and exercised due and reasonable diligence with a view to renewing the said
approval by the Ministry of Health, and up to the end thereof such approval has not
been renewed;
	 
	 	3.2.3.	 	Johnson & Johnson forwarded a written demand to the Lessee to discontinue the
operations of the Lessee’s plant in the Leased Premises and





	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 



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	 	 	 	such demand has not been
withdrawn within eight months even after the Lessee acted to cancel same with due
and reasonable diligence;
	 
	 	3.2.4.	 	Where control in the Lessee has been acquired, and the purchaser resolves to
transfer the Lessee’s operations overseas;






	 	3.3.	 	Upon the occurrence of one or more of the events set forth in sub-clause 3.2
above – the Lessee shall be entitled to shorten the Lease Term such that it shall
terminate not before the end of 72 months of lease (namely, at the end of six years of
the Lease Term) provided that the Lessee has given the Lessor at least a twelve-month
prior written notice of its wish to do so, designating the date of termination of the
lease (which shall not occur before the end of six years of lease).
	 
	 	3.4.	 	In the event that such notice of early termination has been given, the lease shall
be deemed to have been set ab initio for a lease term ending on the date designated
therein, and all the provisions of this Agreement with respect to the end of the Lease
Term shall apply.
	 
	 	 	 	In the event that the Lessee shortens the Lease Term according to the notice of early
termination, the provisions of sub-clauses 5.5 and 6.2 below shall also apply.
	 
	 	3.5.	 	The Lessee is hereby granted the option to extend the Lease Term for a 36-month
period (hereinafter: the “First Option Term”), such that the total Lease Term
under this Agreement shall terminate on May 14, 2019. The First Option Term shall be
exercised by means of giving a notice to the Lessor up to 180 days before the end of the
Lease Term.
	 
	 	3.6.	 	The Lessee is hereby given the right to further extend the Lease Term for a 36-month
period, commencing at the end of the First Option Term (hereinafter: the
“Second Option Term”), such that the total Lease Term under this Agreement shall
terminate on May 14, 2022. The Second Option Term shall be exercised by means of giving a
notice to the Lessor up to 180 days before the end of the First Option Term.
	 
	 	3.7.	 	The Lessee is hereby given the right to extend the Lease Term again (a third time)
by a 36-month period, commencing at the end of the Second Option Term (hereinafter:
the “Third Option Term”), such that the total Lease Term under this Agreement shall
terminate on May 14, 2025. The Third Option Term shall be exercised by means of giving a
notice to the Lessor up to 180 days before the end of the Second Option Term.
	 
	 	3.8.	 	Exercise of the First Option Term and/or the Second Option Term and/or the Third
Option Term shall be conditioned on the Lessee’s not having committed a fundamental
breach of
this Agreement in consequence of which this Agreement has been rescinded prior to the
date of delivering the exercise notice.
	 
	 	3.9.	 	To remove any doubts, it is hereby clarified that the extension of the Lease Term
for the First Option Term and/or the Second Option Term and/or the Third Option Term, if
exercised, shall apply to the Areas of Use and the Option Areas, as defined hereinbelow,
which shall be incorporated in notices of exercise concerning expanding areas of the
Leased Premises, if and to the extent given.





	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 



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	4.	 	Delivery of the Leased Premises






	 	4.1.	 	The Lessee undertakes to receive possession in the Leased Premises and the Lessor
undertakes to deliver possession in the Leased Premises to the Lessee on the lease
commencement date.
	 
	 	 	 	The Lessor undertakes to allow the Lessee to perform interior works in the Leased
Premises concurrently with the works to be performed by the Lessor pursuant to Appendix
2, and it hereby declares that it has taken account of same in setting the timetable set
out in Appendix 2.
	 
	 	4.2.	 	The Lessor undertakes to complete, in accordance with the Lessee’s requirements,
concurrently with performing the Lessee’s preparation works in the Leased Premises and in
coordination therewith, all the works set out in Appendix 2 in the Leased Premises on
levels 712.8 and 717.7. The Lessor undertakes that upon delivery of possession
in the Leased Premises, the Leased Premises shall be connected to the water and sewage
system and shall have supply of electricity as set out in Appendix 2.
	 
	 	4.3.	 	The Lessor hereby declares and confirms that to the best of its knowledge, for the
purpose of constructing the Building, including the Leased Premises, high quality
materials are used, meeting all standards required under any law. The Lessor
hereby further declares and confirms that for the purpose of performing the works set out
in Appendix 2 hereto, it will use high quality materials, meeting all standards required
under any law.
	 
	 	 	 	For the sake of good order, it is hereby clarified that the Lessor, as well as other
lessees in the Building and in the Project, may, even after delivery of possession in
the Leased Premises to the Lessee, continue performing construction works and finishing
works in the Project (and any part thereof) in the Building where the Leased Premises
are situated and in areas of other leased premises in such Building. The
Lessor shall do everything that is necessary, feasible and reasonable in the
circumstances in order not to compromise the Lessee’s ability to continue using the
Leased Premises for the Lessee’s purposes continuously, safely and without
disturbances. The Lessor undertakes not to perform such works other than after
giving the Lessee a 30-day prior written notice of the type of the works planned in
general and of foundation drilling works or sawing and drilling of concrete in
particular. The Lessor further undertakes that the transportation of materials
and
equipment to be used for the performance of such works will not be performed in the
Areas of Use or in the roads used by the Lessee for transportation of materials.
	 
	 	4.4.	 	The Lessee confirms that it has reviewed the plans of the Leased Premises and the
technical specification and has carefully examined same, and that subject to the
performance of the works in the Lessor’s responsibility, the Leased Premises are to its
full satisfaction.
	 
	 	4.5.	 	The provisions of clause 14 below shall apply to interior works in the Leased
Premises to be performed by the Lessee.





	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 



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	 	4.6.	 	The Lessee undertakes to obtain the approval of the fire department services for
the safety plans of the Leased Premises as a precondition to the occupation thereof
and/or for making any use of the Leased Premises for the purpose of the lease as set
forth in clause 7 below. The Lessee’s undertaking is subject to the Lessor
having obtained an approval from the fire department with respect to Building B, which is
required for the occupation of the Leases Premises in the condition thereof before the
installations to be made by the Lessee, which is attached hereto as Appendix 6, together
with all other approvals that the Lessor is responsible to obtain, as well as to the
Lessor’s declaration that the Leased Premises and the Building in which they are situated
were built under law, and that a completion certificate was issued to the Building.
It is hereby clarified that the Lessee shall be responsible for compliance with all
standards and obtaining all permits and licenses required under law for performing its
works within the Leased Premises, while the Lessor shall be responsible for compliance
with all standards and obtaining all permits and licenses required under any law to
operate the Building including all parts and systems thereof, to the extent pertaining to
the Lessee, as well as for performing its works as set out in Appendix 2, which are in
the Lessor’s responsibility.
	 
	 	4.7.	 	Each of the above sub-provisions of this clause 4 above constitutes a fundamental
condition of this Agreement, the breach of which shall constitute a fundamental breach of
the Agreement, respecting which the provisions of clause 18 below shall also apply.






	5.	 	Rent






	 	5.1.	 	The sum of the monthly rent per month during the Preparation Period is hereby set
at NIS 1 (one New Israeli Shekel).
	 
	 	5.2.	 	The sum of the monthly rent for each month during the Lease Term, commencing on May
15, 2007 and ending on May 14, 2010 (which period shall hereinafter be referred to as:
the “First Term”) is hereby set at $ 33,931 (thirty three thousand nine hundred thirty
one US dollar).
	 
	 	 	 	The sum of the monthly rent for each month during the Lease Term, as of the First
Term up to the end of the Lease Term, is hereby set at $ 35,856 (thirty five thousand
eight hundred fifty six US dollar).
	 
	 	5.3.	 	In addition to the monthly rent, the Lessee shall add and pay to the Lessor
applicable VAT at the rate thereof on the actual date of payment.
	 
	 	5.4.	 	The monthly rent as set forth above and the management fee shall be paid in US
dollars, shall be linked to the USA Consumer Price Index and shall be paid plus index
linkage differentials, the linkage bases being as follows:






	 	5.4.1.	 	The “Index” means the Consumer Price Index (CPI) of the United States, as defined
below.
	 
	 	 	 	“CPI” means the monthly Consumer Price Index for All Items, U.S. City Average,
All Urban Consumers, published by the United States Department of Labor or the
Bureau of Labor Statistics.





	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 



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	 	5.4.2.	 	It is hereby agreed that the “base index” according to which the monthly rent is
to be calculated, is the index to be published for April 2006.
	 
	 	5.4.3.	 	It is hereby agreed that the “effective index” shall be the index known on the
actual date of payment of the monthly rent.
	 
	 	5.4.4.	 	The rent provided in this Agreement shall be multiplied by the effective index and
divided by the base index. The rent obtained from this calculation shall
be the rent payable by the Lessee on the actual date of each payment.
	 
	 	 	 	The nominal monthly rent shall in no event be less than the sums set forth in
sub-clauses 5.1, 5.2 and 5.3 above.






	 	5.5.	 	Where the Lessee exercises its right as set out in sub-clauses 3.2 and
3.3 and shortens the Lease Term as aforesaid, the Lessee shall pay the Lessor
rent and management fee (the management fee shall be calculated pursuant to the provision
of sub-clause 16.8.1 below) for the pro rata share of the Preparation Period.
The pro rata share of the Preparation Period for which the Lessor is entitled to
payment as aforesaid, shall be identical to the pro rata share not actually exploited of
the Lease Term. For example: Should the Lessee terminate the lease
within 5 years, such payment shall be calculated for one half of the Preparation Period.
	 
	 	5.6.	 	It is hereby clarified that the payments to be made by the Lessee to the Lessor
pursuant to the provisions of sub-clause 5.5 above, if any, shall be deemed as rent or
management fee, as the case may be, in all respects.
	 
	 	5.7.	 	The rent during the First Option Term and/or the Second Option Term and/or the
Third Option Term shall be set in such manner and under such terms as follows:






	 	5.7.1.	 	The Lessee shall give written notice to the Lessor of its wish to exercise the
Option, by means of a notice to be received at the Lessor’s offices, up to no later
than ten (10) months prior to the end of the Lease Term. Subject to the
provisions below, the rent
during the Option Term shall be as the rent during the Lease Term and/or during the
preceding Option Term, as the case may be (hereinafter: the “Preceding
Term”).
	 
	 	5.7.2.	 	A party wishing to update the rent vis-à-vis the rent for the Preceding
Period shall apply for an appraiser’s opinion with respect to the appropriate rent
that shall be payable during the Option term, and shall submit same to the other
party within twenty one (21) days from the date of giving the Lessee’s notice of
exercising the Option.
	 
	 	5.7.3.	 	The party receiving the appraiser’s opinion from the other party may present an
appraiser’s opinion on its behalf, not later than twenty one (21) days from the date
of receipt of the appraiser’s opinion submitted to it as aforesaid.





	 	 	 	 	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 



11



	 	5.7.4.	 	In the event of gaps between the appraisers’ opinions which the parties are unable
to bridge inter se within fifteen (15) days from receipt of the second appraiser’s
opinion – both appraisers shall appoint an arbitrating appraiser who shall give his
award within thirty (30) days with respect to the amount of the appropriate rent to
be paid by the Lessee to the Lessor during the Option Term, such that his awarded
amount shall not exceed the amount set forth in the opinion of the appraiser on
behalf of the Lessor and shall not be less than that set forth in the opinion of the
appraiser on behalf of the Lessee (hereinafter: the “Arbitrating
Appraiser”). The award of the Arbitrating Appraiser as aforesaid shall be
final and conclusive and shall be binding on both parties with regard to the Option
Term.
	 
	 	 	 	The Arbitrating Appraiser and the appraisers to be appointed by either party may not
take into account, as part of their opinion, the special nature of the Lessee’s
operations and/or the Lessee’s relocation costs.
	 
	 	5.7.5.	 	The Lessee may withdraw its intention to exercise the Option by a written notice to
be received at the Lessor’s offices within thirty (30) days from the date on which the
Lessee is given the Arbitrating Appraiser’s opinion. If such notice is not
given by the Lessee within the said period, the Lessee shall be bound by its notice of
exercising the Option and the rent as determined in the opinion of the Arbitrating
Appraiser.
	 
	 	5.7.6.	 	With respect to sub-clause 5.7 above, the “Option Term” means the First, Second or
Third Option Term.






	6.	 	Payment of the Rent






	 	6.1.	 	The Lessee undertakes to pay the monthly rent to the Lessor as follows:






	 	6.1.1.	 	The monthly rent throughout the Lease Term, plus VAT, shall be paid by the Lessee
to the Lessor in US dollars, in quarterly installments (each in the amount of the
monthly rent for three months plus linkage differentials to the index, as defined
above, plus VAT) payable for every three months in advance, not later than the
15th of the first month of every quarter.
	 
	 	 	 	Subject to the provisions of the sub-clauses of this clause 6.1
below, the rent installments under this sub-clause shall be paid during each
year in which the lease is in effect on the 15th subsequent to the first
day of a rent quarter.
	 
	 	6.1.2.	 	By not later than November 15, 2006, the Lessee shall pay to the Lessor the
monthly rent for the first rent quarter subsequent to the Preparation Period.
	 
	 	6.1.3.	 	By not later than May 15, 2007, the Lessee shall pay to the Lessor the
monthly rent for the second rent quarter subsequent to the Preparation Period.
	 
	 	6.1.4.	 	It is hereby agreed that all other monthly rent installments for which no express
date is set forth above, shall be paid in such installments and on such dates as are





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	set forth in sub-clause 6.1.1 above, namely, on the 15th day of each
quarter in advance for such rent quarter.
	 
	 	6.1.5.	 	The Lessee may not bring forward any payment of the monthly rent other than with
the Lessor’s prior written approval, if any.






	 	6.2.	 	In the event that the Lessee pays the Lessor any partial rent installment or
partial management fee for the Preparation Period in accordance with the provisions of
sub-clause 5.5 above, the Lessee shall pay the Lessor such installment on the early
evacuation date of the Leased Premises and returning possession therein to the
Lessor.
	 
	 	6.3.	 	The Lessee shall pay to the Lessor the monthly rent and management fee (the
management fee shall hereinafter and/or in the management agreement also be referred to
as monthly “Participation Fee in the Company’s Expenses”) plus VAT, together with linkage
differentials to the index as set forth in clause 5.4 above, by means of a bank
transfer to the Lessor’s bank account referred to in clause 24 below.
	 
	 	6.4.	 	Each of the above sub-provisions of this clause 6 above constitutes a fundamental
condition of this Agreement, the breach of which shall constitute a fundamental breach of
the Agreement, respecting which the provisions of clause 18 below shall also apply.






	7.	 	Purpose of the Lease






	 	7.1.	 	The Lessee hereby leases the Leased Premises and any part thereof for the purpose
of a plant for the manufacture of medical products, including products of blood plasma,
and all related operations, including, without derogating from the generality of the
aforesaid, production, research and development, storage, tests, weighing, offices,
laboratories, computer rooms, machinery rooms, and the like, and undertakes not to make
any other use of the Leased Premises during the Lease Term, which is neither similar nor
corresponds to the operations described above without the Lessor’s prior written
approval, which the Lessor undertakes not to withhold other than on reasonable grounds to
be set out in writing.
	 
	 	7.2.	 	Only the Lessee, at its expense, shall be responsible for obtaining business
licenses with respect to the use of the Leased Premises for the purpose of the lease set
forth in sub-clause 7.1 above; however, the Lessor declares that, to the best of its
knowledge, there is no impediment to engaging in the purpose of the lease in accordance
with the designation of the Leased Premises and/or the building permit and/or the town
building plan applicable to the site.
	 
	 	7.3.	 	The Lessee acknowledges that the Leased Premises are intended to be used by it for
the purpose of maintaining an “approved enterprise” and/or for the purpose of
implementing “an approved plan” (within the meaning of such terms under the capital
investment encouragement laws).





	 	 	 	 	 
	 

	 	 	 	 
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	 	7.4.	 	The provision of sub-clause 7.1 above constitutes a fundamental condition of this
Agreement, the breach of which shall constitute a fundamental breach of the Agreement,
respecting which the provisions of clause 18 below shall also apply.






	8.	 	Identity of Users of the Leased Premises






	 	8.1.	 	The Leased Premises are leased solely to the Lessee; the Lessee may not transfer
all or any part of the Leased Premises to another, and the Lessee may not grant any right
whatsoever in all or any part of the Leased Premises to others, other than with the
Lessor’s prior written approval. The substitute lessee or the sub-lessee shall in such
event be to the full satisfaction of the Lessor.
	 
	 	8.2.	 	Notwithstanding the foregoing, the Lessor’s objection to a sub-lessee or a
substitute lessee many be only on reasonable grounds to be set forth in writing.
	 
	 	8.3.	 	Notwithstanding the foregoing, it is hereby agreed that should the Lessee sell its
business operations being conducted at the Leased Premises as part of a transaction for
the sale of assets and liabilities (as opposed to the sale of the Lessee’s shares) the
Lessee may assign to the buyer all its rights and obligations under this Agreement by
means of giving a notice to the Lessor, subject to the Lessor’s right to object thereto
at such terms as are set forth in this sub-clause below.
	 
	 	 	 	The Lessor may only object to such assignment of rights if the buyer or the controlling
shareholder in the buyer is an entity committing or that has committed in the past criminal
or illegal activity or whose financial resources were obtained by illegal means.
The Lessor may only exercise its right to object as aforesaid up to the end of 14 days
as of the date on which a notice of the buyer’s identity was given to the Lessor.
	 
	 	8.4.	 	Since the lessee is a limited company, it is hereby agreed that the Lessee shall give
notice to the Lessor of any change in control in the company immediately after the
occurrence thereof. “Control” for the purpose of this clause means holding over
50% of the Lessee’s issued capital. This provision shall not apply in the event
of an issue of shares to the public, and from the date of such occurrence there shall be
no further obligation to give the Lessor any notice of a change in the controlling
shareholder in the Lessee.
	 
	 	 	 	It is hereby clarified that the Lessee’s obligation to give such notice shall not vest in
the Lessor any right to terminate this Agreement and/or seek a change in the terms hereof
in the event of a change of the controlling shareholder in the Lessee.
	 
	 	 	 	The Lessee’s subsidiaries, fellow subsidiaries, related companies and parent company
may make use of the Leased Premises, provided that the Lessee remains liable for all its
obligations under this Agreement. The Lessor’s approval for use by such companies
shall not be required.
	 
	 	8.5.	 	Each of the provisions of this clause 8 constitutes a fundamental condition of this
Agreement, the breach of which shall constitute a fundamental breach of the Agreement,
respecting which the provisions of clause 18 below shall also apply.





	 	 	 	 	 
	 

	 	 	 	 
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	9.	 	Taxes and Other Obligatory Payments Applicable to the Leased Premises
	 
	 	 	It is hereby agreed by the parties that all taxes, levies, fees and obligatory municipal
payments to be charged on an ongoing periodic basis with respect to the use of all or any
part of the Leased Premises (as distinct from obligatory payments to be charged, if any, on a
one-off basis), shall, without exception, be borne by the Lessee. Without
derogating from the generality of the foregoing and other clauses of this Agreement, it is
hereby clarified that the Lessee shall pay the municipal property tax applicable to the
Leased Premises.
	 
	 	 	Notwithstanding the foregoing, property tax and other taxes and obligatory payments charged,
by definition, to property owners, including surcharges in connection with development,
roads, drainage, sidewalks, sewage, sewerage, street lighting, public gardening, levies
and/or fees and the like, shall be borne by the Lessor. With respect to security
levies and/or charges, it is hereby agreed that should it be provided in such levies and/or
charges that they apply to property owners, they shall apply to and be borne by the Lessor;
where it is provided that they apply to an occupier and the imposition thereof is with
respect to the tenancy period of the Lessee in the Leased Premises – they shall apply to and
be borne by the Lessee; should it not be provided in such levies and/or charges to whom they
apply, they shall apply to and be borne by the Lessor;
	 
	10.	 	Expenses Relating to Use and Maintenance of the Leased Premises and Liability to
Damages






	 	10.1.	 	The expenses and payments required in connection with and in consequence of the
use of the Leased Premises, of any nature whatsoever, including electricity, water,
telephone, communication, heating, air-conditioning and gas, shall be borne solely by the
Lessee.
	 
	 	10.2.	 	The Lessee shall install, at its expense, a water meter for the purpose of
measuring the Lessee’s water consumption during the use of the Leased Premises.
Since the Lessor is the Lessee’s water supplier, the Lessee shall make the payments
for its water consumption to the Lessor throughout the Lease Term. It is hereby
agreed that the payment collected by the Lessor for the Lessee’s water, so long as the
Lessor is the Lessee’s water supplier as aforesaid, shall not exceed the payment
collected by the municipal water corporation. The
Lessor may give notice to the Lessee, at its discretion, that it intends to connect the
Lessee to the municipal water corporation which, upon such connection, shall be the
Lessee’s water supplier, and in such event, as of the date when the municipal water
corporation starts supplying water to the Leased Premises, the municipal water
corporation shall be the Lessee’s water supplier. Continuous replacement of
the water supplier, without interrupting the ongoing water supply, apart from a short
essential break for the purpose of implementing the replacement, shall be done at the
Lessor’s responsibility, with the Lessee’s full cooperation and in prior coordination
therewith.
	 
	 	 	 	The Lessor declares that it is aware that continuous water supply to the Leased
Premises, to the extent that the same in the Lessor’s control and in the piping section
that is within its responsibility, is a material and fundamental part of the Lessor’s
obligation under this Agreement so long as the water supply is not actually carried





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	out
by the municipal water corporation, forming a necessary condition for compliance with
the requirements concerning the purpose of the lease in the Leased Premises.
	 
	 	10.3.	 	The parties’ liability for damages shall be as follows: 
	 
	 	 	 	The Lessee undertakes to treat the Leased Premises and the systems thereof with
reasonable care.
	 
	 	 	 	The Lessee shall be responsible for repairing any damage or failure to be caused in the
Leased Premises (including the structure, window panes and systems of the Leased
Premises) throughout the Lease Term in consequence of any acts or omissions on the part
of the Lessee. The Lessee shall not be responsible for repairing any damage or
failure caused outside the exterior walls of the Leased Premises or in the construction
of the concrete roof of the Leased Premises or in the systems of the construction
outside the Leased Premises that do not belong to the Leased Premises, other than any
damages or failures in consequence of any acts and/or omissions and/or willful acts on
the part of the Lessee, or anyone on its behalf.
	 
	 	 	 	The Lessee shall further be responsible for any damage, of any nature or type, caused to
its property, situated either in or outside the Leased Premises, save if such damage was
maliciously caused by the Lessor or anyone on its behalf. The Lessee hereby
exempts the Lessor from any claim and/or demand and/or contention concerning any issue
or matter pertaining to the Lessee’s property, other than in the event of a willful act
on the part of the Lessor and/or anyone on its behalf as aforesaid.
	 
	 	 	 	The Lessor shall be responsible for repairing any damage or failure in the Leased
Premises (including the structure, window panes and systems of the Leased Premises)
arising from construction defects and/or the use of defective building materials and/or
reasonable wear and tear (wear and tear caused to the Leased Premises and the systems
thereof as delivered to the Lessee) and/or any act or omission on the part of the
Lessor and/or the Management Company. To remove any doubts, it is hereby
clarified, that the Lessor shall only be responsible for repairing such damage and/or
failure and shall in no
event be responsible for any consequential damage of any nature or type whatsoever, if
caused to the Lessee, and the Lessee hereby exempts the Lessor from any claim and/or
demand and/or contention in any matter or issue pertaining to such consequential
damage, save for cases where the damage was willfully caused by the Lessor and/or the
Management Company, or by anyone on their behalf, insofar as the Lessor and/or the
Management Company are responsible under any law for the acts and/or omissions of
anyone on their behalf.
	 
	 	10.4.	 	Further to the foregoing, it is hereby agreed that the Lessee shall be responsible
under law for damages of any nature or type whatsoever caused to any third party
whatsoever, due to any act and/or negligent and/or willful omission by the Lessee or
anyone on its behalf, insofar as the Lessee is responsible under any law for the acts
and/or omissions of anyone on its behalf. The Lessee undertakes to indemnify
the Lessor and/or the Management Company for any amount of damage which the





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	Lessor and/or
the Management Company are obligated to pay to any third party and for which the Lessee
is responsible as aforesaid. Indemnity shall further include legal costs
incurred by the Lessor and/or the Management Company with respect to the aforesaid and
shall be paid to the Lessor and/or to the Management Company, all subject to the
satisfaction of all the following conditions: 1. The Lessee has been given
notice of the demand from the third party as soon as practicable after the Lessor and/or
the Management Company learned of the existence thereof; 2. The Lessee was given the
option to conduct the defense against such demand; 3. The Lessor and/or the Management
Company have not made any payment whatsoever save under a conclusive judgment, other than
with the Lessee’s prior written approval. The foregoing in this sub-clause
shall apply, mutatis mutandis, with respect to other lessees in the project, subject to a
waiver on the part of such lessees in accordance with the provisions of sub-clause 10.11
below.
	 
	 	10.5.	 	The Lessee and anyone acting on its behalf hereby expressly waive any right of
action vis-à-vis the Lessor and/or vis-à-vis the Management Company and/or other tenants
in the Project, whose tenancy and/or management agreements incorporate a corresponding
clause concerning waiver of the right of action vis-à-vis the Lessee, in respect of any
damage for which it is entitled to indemnity, under the insurance policies which it
undertook to take out pursuant to the management agreement, the tenancy agreement or any
other document. The waiver of the right of action shall also apply to any
damage for which the Lessee is not entitled to indemnity in view of the excess set out in
the policy. The waiver of any right of recourse shall not apply to any person
who maliciously caused damage. The Lessor hereby declares that all tenancy
agreements concerning areas in Building B that were entered into prior to the date of
execution of the present Agreement and which are still in effect incorporate a provision
in the format of the present paragraph, and hereby undertakes that such provision shall
be incorporated in all tenancy agreements to be signed concerning future lease of areas
in the Project.
	 
	 	10.6.	 	Notwithstanding the foregoing in this Agreement, the Lessor and/or the Management
Company hereby expressly waive any right of action against the Lessee, for damages caused
to all or any of them and which are not referred to in sub-clauses 10.3 and 0 above,
including damages to constructions (or to any one thereof) and any areas whatsoever in
the Project, that are not the Leased Premises, the systems thereof, loss of income,
rent, management fee, damages to other properties belonging to them outside the area of
the Leased Premises, as well as any loss and/or other damage to be incurred by the
businesses of the Lessor and/or the Management Company in the Project (the damages that
are not as aforesaid, including such damages as are referred to in this sub-clause
above, shall hereinafter be referred to, jointly, as: the “Other Damages”),
provided that the issue is a damage for which any of them is entitled to indemnity,
under the insurance policies which they undertook to take out in accordance with the
Management Agreement, the Tenancy Agreement or in any other document. The
waiver of the right of action shall also apply to any damage for which the Lessor and/or
the Management Company, as the case may be, are not entitled to indemnity in view of the
excess set out in the policy. The waiver of any right of recourse and/or right
of action shall not apply to any person who maliciously caused such damage.






	 	 	 	 	 
	 

	 	 	 	 
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	 	10.7.	 	It is hereby clarified that to the extent that any of the parties is liable, under
this Agreement and/or under any law, for compensation and/or indemnity vis-à-vis any
third parties whatsoever, such liability shall also apply to physical and/or property
damages vis-à-vis any injured staying at any time whatsoever and in any area whatsoever
in the Project.
	 
	 	10.8.	 	Without derogating from the foregoing in sub-clause 10.6 above, it is hereby
agreed, that where any one or more damages is/are caused to the Lessor and/or the
Management Company by the Lessee, which damage/s fall/s within the Other Damages, and
where such damage/s is/are caused due to the Lessee’s negligence and/or fall/s under the
Lessee’s liability under this Agreement or under any law, and the damage/s so caused
is/are not covered under the insurance policies of the Lessor and/or the Management
Company (other than due to violation of any of the provisions of the insurance policies
on the part of the Lessor and/or the Management Company), the Lessee shall be liable
vis-à-vis the Lessor and/or the Management Company for indemnity and/or compensation for
such damage/s up to an aggregate limit of liability not exceeding $ 5,000,000 (five
million US dollar). This sum constitutes the total possible claim ceiling of
the Lessor and/or the Management Company vis-à-vis the Lessee for any of the damages
falling under the Other Damages. The Lessee’s liability ceiling set forth under
this sub-clause shall not apply to damages willfully caused by the Lessee.






	11.	 	Insurance
	 
	 	 	Each of the parties undertakes to take out the insurance polices applicable thereto as set
forth in Appendix 7 (7-1, 7-2 and 7-3) hereto, and further undertakes to uphold each of the
obligations applicable thereto under Appendix 7 hereto.
	 
	 	 	Without derogating from the generality of the foregoing in this clause above, each party
undertakes to present to the other the confirmation/s which it is obligated to present under
Appendix 7. Confirmation as to insurance of works in construction pursuant to
Appendix 7-1 shall be presented up to not later than 5 business days prior to and as a
condition for the commencement of the execution thereof. The insurance confirmation
under Appendix 7-2 shall
be presented by the Lessee up to not later than 5 business days from the commencement of
occupation of the Leased Premises. The insurance confirmation under Appendix 7-3 –
within thirty (30 days) as of the entry into effect of the present Agreement. Each
party shall present to the other, at the latter’s demand, a renewed insurance confirmation at
the end of each insurance period.
	 
	 	 	Each of the parties’ obligations in this clause 11 and in Appendix 7 hereto (and in its
sub-appendixes) constitutes a fundamental condition of this Agreement, the breach of which
shall constitute a fundamental breach of the Agreement, respecting which the provisions of
clause 18 below shall apply.
	 
	12.	 	Non-Applicability of the Tenant Protection Laws
	 
	 	 	The Lessee declares that it is aware and agrees as follows:





	 	 	 	 	 
	 

	 	 	 	 
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	 	12.1.	 	The Lessee is neither at present nor shall it be in the future a protected tenant
under the Tenant Protection (Combined Version) Law, 5732 – 1972.
	 
	 	12.2.	 	The lease forms an unprotected tenancy; the said Tenant Protection Law shall
neither apply to the lease nor to the parties hereto, nor shall any other law or statute
concerning protection of tenants or limitation of rent superseding or coming in addition
to the said law apply to the lease or the parties hereto.
	 
	 	12.3.	 	The Lessee has not paid and it is hereby agreed that it shall not make any payment
nor grant the Lessor any right whatsoever falling within key money. It is
hereby agreed that any payment, consideration, right or benefit available to the Lessor
from the tenancy, the Leased Premises or the Lessee shall also be deemed as part of the
rent in all respects, in addition to the rent set forth in this Agreement.
	 
	 	12.4.	 	The Lessee hereby declares that it is aware that the Leased Premises are part of a
building that was constructed after April 1, 1954 (in actuality, after August 20, 1968)
and was first leased after March 31, 1955 (and, in actuality, after August 20, 1968) and
that the Leased Premises are vacant of any tenant on the date of execution of the present
Agreement.
	 
	 	12.5.	 	The Lessee hereby declares that the Leased Premises are vacant of any lessee and
from any person entitled to occupy same (other than the Lessor).
	 
	 	12.6.	 	Upon vacating the Leased Premises on the part of the Lessee, the Lessee shall not
be entitled to any payment or right of any nature whatsoever from the Lessor and/or from
any substitute lessee or from any other person, including for improvements or
installations in the Leased Premises.






	13.	 	Planning and Building Works of the Project






	 	13.1.	 	The Lessee acknowledges that it is aware that the program, the design, the
development works and the constructing and building works of the Project (each of which
shall hereinafter be referred to as: the “Project Construction Works”) have
not been completed yet, apart from the existing buildings (Building A and Building B) in
which changes and additions shall also be made. The Project Construction Works
(and any part thereof) include, inter alia, construction of buildings, development and
finishing works, as well as interior works in finished parts of constructions.
Without derogating from the provisions of clause 4.3 above and subject
thereto, the works shall be performed in stages and within timetables, without time
limitation, and in accordance with existing plans or plans to be prepared in the future
or plans to be revised in the future, all at the Lessor’s discretion.
	 
	 	13.2.	 	The Lessor declares that the frame works for the construction of the basements
and casting of the foundations of Building C were completed.
	 
	 	13.3.	 	It is hereby agreed that the Lessee shall have no claims or demands vis-à-vis
the Lessor or vis-à-vis any third party whatsoever due to any disturbance or damage
caused to it, if any, due to the customary implications arising from the very
performance of the Project Construction Works (or any part thereof) or due to the





	 	 	 	 	 
	 

	 	 	 	 
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non-completion thereof and/or due to the customary environmental implications in the
performance of such type of works, provided that such works shall not prevent the Lessee
from using the Leased Premises and from having reasonable access thereto as required
under the provisions of this Agreement. It is further agreed that the Lessee
shall not perform any act nor adopt any procedure likely to compromise in any way the
freedom of planning the Project on the part of the Lessor and shall further refrain from
adopting any such procedure against the performance of all or any part of the Project
Construction Works by the Lessor or anyone on its behalf, so long as they do not prevent
the Lessee from having reasonable access to the Leased Premises or the use thereof as
aforesaid.




	14.	 	Interior Works in the Leased Premises






	 	14.1.	 	It is hereby agreed that the Lessee shall receive possession in the Leased Premises
in their physical and engineering condition as set out in Appendix 2, while all
installations and components set out in Appendix 2 to the Agreement (technical
specification) are contained therein or in connection therewith. It is hereby
clarified that, inter alia, all elevators serving the Leased Premises in the north-western
shaft, shall be programmed and operated by the Lessor such that an outside person will not
be able to reach the part of the Leased Premises on levels 712.8 and 717.7 from the higher
floors of the Building from within the parking lot.
	 
	 	14.2.	 	It is hereby agreed that all the works in connection with the adaptation of the
Leased Premises for the purpose of the lease and for the Lessee’s use shall be incurred
solely by the Lessee, at its expense, including any construction, installation, mounting
or assembly whatsoever in the Leased Premises, including various systems and supplies,
apart from such systems and supplies as are to be connected to the Leased Premises on the
date of delivery of possession in the Leased Premises to the Lessee as set forth in
sub-clause 14.1 above (each of which shall hereinafter be referred to as: the “Interior
Works”).
	 
	 	 	 	The Lessor is neither responsible at present nor shall be responsible in the future for
any work or supply in or to the Leased Premises other than such that are set out in
Appendix 2 hereto (technical specification).
	 
	 	14.3.	 	The Lessee may perform, at its expense, during the Preparation Period and throughout
the Lease Term and the Option Terms, if exercised, such changes and installations in the
Leased Premises, of any nature or type, as shall be required for its purposes and the
Lessor hereby gives its prior consent to the Lessee to perform at any time during the
Lease Term any such installation and/or change, provided that such change and/or
installation are feasible from an engineering viewpoint. Notwithstanding the
foregoing, it is hereby agreed that any change affecting the construction of the Leased
Premises or the Building and/or the shell of the Leased Premises and/or that is related to
connection to the building systems or to the placement of systems in public areas of the
Building, and for such changes only, shall require the prior approval of the Lessor, who
shall not withhold same other than on reasonable engineering grounds to be set out in
writing. In respect of changes and installations in the public areas of the
Building (other than the Areas of Use), the Lessor may also withhold its prior approval on
reasonable architectural grounds to be





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	set out in writing. The Lessee shall be
responsible for obtaining any permit or license required under law for the purpose of
performing the interior works to be performed by it, if and to the extent that such
approvals or permits are required.
	 
	 	 	 	The Lessor undertakes to allow the performance of the works which the Lessee has to
perform during the Preparation Period, and it is aware that enabling the Lessee, to the
extent that this is dependent on the Lessor, to perform same continuously and
uninterruptedly, constitutes a fundamental and material condition of this Agreement.
	 
	 	14.4.	 	It is further agreed that the Lessee shall be obligated to enter into a contract for
the supply of electricity with the Electric Corporation by the lease inception date, and
to procure, at its expense, the installation of an electricity meter for the Leased
Premises by such date. Measuring units shall be installed at the Lessee’s
expense and at its responsibility. It is hereby agreed that should the Lessee
wish to increase the quantity of electricity in the Leased Premises, the Lessee shall
apply directly to the Israel Electric Corporation and shall do so vis-à-vis the Israel
Electric Corporation, so that it does not exploit the electricity allocation approved by
the Israel Electric Corporation to the Lessor.
	 
	 	 	 	The Lessor hereby declares and undertakes that all electricity systems in Building B
comply with all the various standards and requirements under any law, and that Form 4
has been issued for connection of the Building to the public electricity network.
	 
	 	14.5.	 	Should the Lessee wish to perform any work, installation, use or change requiring
such quantity of water, electricity or air-conditioning as exceeds the quantities and
scopes set out in Appendix 2 (technical specification), the Lessee shall procure, at its
expense, an increase in the quantity of the electricity and/or air-conditioning as
aforesaid and the Lessor on its part shall collaborate to the extent required, provided
that no financial cost is imposed on it. It is hereby clarified that such
increase in quantity of electricity shall be made by the
Lessee vis-à-vis the Israel Electric Corporation directly and not at the expense of the
electricity allocation to the Lessor.
	 
	 	14.6.	 	It is hereby expressly provided that any coating or covering or concealing of
“Building piping” and any construction adjacent to “Building piping”, whether inside or
outside the Building, must be done so as to allow the Lessor (and anyone on its behalf)
convenient access to the piping, for the purpose of performing pipe repairs, replacements
or additions, such that any covering, coating, concealment or construction
adjacent to “Building piping” must be performed so that they may be easily removed,
without any difficulty whatsoever, for the purpose of implementing the aforesaid
throughout the Lease Term.
	 
	 	 	 	The provision of this sub-clause 14.6 shall apply both with respect to interior works
performed by the Lessee and with respect to works in the Leased Premises scheduled to
be performed, pursuant to this Agreement, by the Lessor (if any).
	 
	 	 	 	The provision of this clause, with respect to convenient access to “Building
piping” and the handling thereof, shall also apply to the Lessee’s interior design and
to the placement of furniture and closets, all with a view to allowing the Lessor (and
anyone on its behalf) convenient access to “Building piping” and the handling thereof
or for the performance of additions thereto.





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	The term “Building piping” means any piping whatsoever (including drainage, water,
sewage or sanitation piping, insertion of piping of other networks such as electricity
and communication, and the like) serving the Building where the Leased Premises are
situated or in the building where the Leased Premises are situated.
	 
	 	 	 	Performance of handling or additions in the locations of the “Building pipings”, as
aforesaid, shall be performed by the Lessor in prior coordination with the Lessee, to
the extent practicable (apart from especially urgent emergencies); and should the
Lessor cause any defect in the coverings adjacent to “Building piping” where service or
additions were performed, then the Lessor shall be responsible for restoring the
condition of the covering to its previous condition.
	 
	 	14.7.	 	The Lessor declares that it is aware that the Interior Works shall result in
vibrations, tremors and noise in Building B and lessees of areas adjacent to the Leased
Premises and to the Areas of Use, as customary in works of the type of the works required
to adapt the Leases Premises to the purpose of the lease.
	 
	 	14.8.	 	Each of the provisions of this clause 14 constitutes a fundamental condition of this
Agreement, the breach of which shall constitute a fundamental breach of the Agreement,
respecting which the provisions of clause 18 below shall also apply.






	15.	 	Returning Possession in the Leased Premises to the Lessor






	 	15.1.	 	Upon termination of the Lease Term or at any earlier date, where the lease has
terminated or expired prior to the end of the Lease Term, the Lessee shall return the
Leased Premises to the Lessor, vacant of any person or chattel, the Leased Premises being in such
condition as is set forth in sub-clause 15.2 below.
	 
	 	15.2.	 	The Lessee undertakes to return the Leased Premises to the Lessor in accordance
with the provisions of Appendix 8 hereto.
	 
	 	15.3.	 	It is hereby agreed that the Lessee shall be entitled to remove from the Leased
Premises the equipment, machinery, devices, chattels and systems installed by it in the
Leased Premises for the purpose of setting up the plant within the boundaries of the
Leased Premises, save the items listed in Appendix 8 hereto, which the Lessee may not
dismantle and/or remove. Should the Lessee elect not to remove any work,
addition, facility or system whatsoever (pursuant to Appendix 8 hereto) then all such
items shall belong to the Lessor, and the Lessee shall not be entitled to any payment,
indemnification or consideration therefor from the Lessor.
	 
	 	15.4.	 	Immediately before the termination of the lease the Lessor shall prepare a list of
works, defects and repairs (each of which shall hereinafter be referred to as the
“Repairs”) to be performed by the Lessee by the return of possession in the Leased
Premises to the Lessor.
	 
	 	15.5.	 	Should the Lessee fail to perform the Repairs by the end of the lease then the
Lessor may perform same in its stead after giving a 15-day prior written notice, and the
Lessee shall be obligated to pay the Lessor the value of the costs of the Repairs, by





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	the
end of the Lease, even if they were not performed yet or will not be performed by the
Lessor. Nothing in the foregoing shall prejudice any of the Lessor’s rights
vis-à-vis the Lessee to obtain any damages or relief due to failure to perform the
Repairs in a timely fashion, on the part of the Lessee, pursuant to the provisions of
this Agreement; however, it is hereby agreed that the Lessor shall be obligated to act to
mitigate its damages.
	 
	 	 	 	In the event that the Lessee disputes the list of Repairs and/or the price sought
by the Lessor for the performance thereof, then such dispute shall be decided, not
later than two weeks prior to the termination of the lease, by an engineer whose
identity shall be agreed by both parties. Should the parties fail to reach
agreement as to the identity of the engineer, then the identity of such engineer shall
be determined by the secretary (or chairman) of the Association of Engineers and
Architects in Israel in the Jerusalem District (at the request of any of the parties),
provided that his appointment and decision shall take place within two weeks from the
date on which the Lessee has advised that it disputes the prices and provided further
that such engineer has no connection and/or link, directly or indirectly, to any of the
parties.
	 
	 	15.6.	 	Not later than six weeks after the termination of the lease the Lessee shall be
obligated to furnish to the Lessor confirmations from the municipality, the Electric
Corporation and Bezeq, evidencing that the Lessee has settled all payments applicable to
it in respect of the period up to the end of the lease, including water, electricity,
municipal rates and communication.
	 
	 	15.7.	 	Each of the provisions of this clause 15 constitutes a fundamental condition of
this Agreement, the breach of which shall constitute a fundamental breach of the
Agreement, respecting which the provisions of clause 18 below shall also apply.






	16.	 	Maintenance of the Building and Service and Facilities in the Building Serving
the Leased Premises and the Lessee’s Invitees






	 	16.1.	 	The Lessor undertakes to provide a management company which shall be responsible
for managing and operating the Project as well as maintaining the Project, all systems
and facilities serving the Project, the entrances thereof (including paved areas, open
areas and squares contained in the Project land) as well as the passages and stairs
therein, the Project systems and the exterior parts of each building in the Project, and
shall attend to keeping the Project clean, all with a view to securing continuous and
uninterrupted use by the Lessee of the Leased Premises, without derogating from the
provisions of sub-clause 13.1 above.
	 
	 	16.2.	 	The services of the Management Company shall refer only to such parts of the
Project that were completed, provided that any failure to provide the services in such
parts that were not completed shall not cause any nuisance and/or disturbance and/or
damage and/or safety hazard to users of Building B and the access routes thereto.
	 
	 	16.3.	 	The Lessor hereby advises that the Lessor further serves as the management company
of the Project so long as not otherwise determined by the Lessor. Anywhere in
this tenancy agreement, in the appendixes hereto and in the management agreement





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	where
the term “management company” or “the company” is stated, such term shall mean the
Lessor, so long as not otherwise determined by the Lessor.
	 
	16.4.	 	Where the Lessor replaces the Management Company – the Lessor undertakes to
contract with a professional and experienced management company.
	 
	16.5.	 	The Lessee undertakes to enter into an agreement with the Management Company upon
the execution of this Agreement. Breach of the agreement with the Management
Company shall be deemed as breach of this Agreement by the Lessee and the breach of the
management agreement by the Management Company shall be deemed as breach of this
Agreement by the Lessor. Furthermore, the Lessee’s failure to enter into such
agreement with the Management Company shall be deemed as breach of a fundamental
condition of this Agreement.
	 
	16.6.	 	The Management Company shall attend to maintaining various insurance policies as
set forth in the management agreement; however, the maintenance of such insurance
policies by the Management Company shall not derogate from the Lessee’s liability, nor
derogate from the Lessee’s duty to take out insurance, as set forth in this
Agreement.
	 
	16.7.	 	The Lessee undertakes to settle all payments to the Management Company, for every
three months in advance pursuant to the provisions of clause 6 above, commencing on May
15th,
2006 up to the termination of the lease and returning the possession in the Leased
Premises to the Lessor pursuant to the provisions of this Agreement.
	 
	16.8.	 	Notwithstanding the provisions of the management agreement, the Participation Fee
in the Company’s Expenses payable by the Lessee to the Management Company shall not
exceed the following amounts:






	 	16.8.1.	 	During the Preparation Period the Lessee shall pay the Management Company for
each of the months of the lease the sum of $1.6 plus applicable VAT for each square
meter of the areas of the Leased Premises and the Areas of Use.
	 
	 	16.8.2.	 	During the period commencing at the end of the Preparation Period and ending upon
the termination of the lease term and delivery of possession in the Leased Premises
to the Lessor, the Lessee shall pay the Management Company for each of the months of
the lease the sum of $2.1 plus applicable VAT for each square meter of the areas of
the Leased Premises and the Areas of Use.






	 	16.9.	 	It is hereby stressed that in any event of doubt, conflict or lacuna, the provisions
of the tenancy agreement shall prevail over the provisions of the Management Agreement.
	 
	 	16.10.	 	Each of the parties’ obligations in this clause 16 constitutes a fundamental condition
of this Agreement, the breach of which shall constitute a fundamental breach of the
Agreement, respecting which the provisions of clause 18 below shall apply.






	17.	 	Arrears Payments





	 	 	 	 	 
	 

	 	 	 	 
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Without derogating from any right available to the Lessor under this Agreement or under any
law due to breach of the Agreement, it is hereby agreed that in the event that either party
defaults, for a period exceeding ten (10) days, on the payment of any sum payable by it to
the other party under this Agreement (the “Defaulting Party”), after the Defaulting Party has
been given written warning of such default, then the Defaulting Party shall pay the other
such sum being linked to the index, pursuant to the provisions in this Agreement (and where
there is no base index with respect to such sum, then the “base index” respecting this sum
shall be the index known on the date on which it should have paid such sum) plus arrears
interest, the rate of which shall be as the rate of the interest (including charges and
expenses) required by Bank Hapoalim Ltd. (Main Branch, Tel Aviv) in current loan accounts to
non-preferred clients, the calculation of such arrears interest to be made in such manner and
in such method as calculated by Bank Hapoalim Ltd. for arrears periods (including compound
interest).




In the event that either party fails to make any payment for a period exceeding ten (10)
days, such party shall pay the sum plus arrears interest, as aforesaid, to be calculated
with respect to the entire period, namely: from the first day of the arrears.




	18.	 	Damages, Refund of Funds and Remedies






	 	18.1.	 	It is hereby agreed that the payments and amounts owing by the Lessee and the due
dates thereof, as well as the provision of securities in full and in a timely fashion,
all constitute a fundamental condition of this Agreement. This provision comes
in addition to any other provision in this Agreement and in the appendixes hereto, where
different provisions are provided as fundamental conditions of this Agreements.
	 
	 	 	 	Notwithstanding the provisions in this sub-clause above, it is hereby agreed that any
arrears payment not exceeding ten (10) days shall not constitute a breach of this
Agreement, without derogating from the provision of clause 17 above.
	 
	 	 	 	A delay of up to ten (10) days as aforesaid in three consecutive dates of payment and/or
in five dates of payment within a lease term of two years, shall constitute a
fundamental breach of this Agreement, provided that prior to the cumulative delay
amounting to a fundamental breach the Lessee was given warning to that effect.
	 
	 	18.2.	 	In the event that either party breaches a fundamental condition of this Agreement,
or in the event that either party breaches any other condition and fails to rectify same
within 30 days from the date of receiving warning thereof (hereinafter: the
“Violating Party”), this shall be deemed as a fundamental breach of the Agreement and
the other party (hereinafter: the “Aggrieved Party” may rescind the Agreement
after giving a 10-day warning notice, provided that in the course of such notice the
breach was not rectified. Rescission shall be made by means of a written notice
to be delivered to the Violating Party or forwarded to it by registered mail.
	 
	 	18.3.	 	Where the Agreement is rescinded by the Lessor, as aforesaid, the Lessee shall be
obligated to vacate the Leased Premises within two months from the rescission date, and
the evacuation shall be subject to the provisions of clause 15 above.





	 	 	 	 	 
	 

	 	 	 	 
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	 	18.4.	 	In addition to any relief to which the Aggrieved Party is entitled, under this
Agreement or under any law, as a result of breach of agreement by the Violating Party,
the Aggrieved Party shall be entitled to damages from the Violating Party for all
damages, losses and reduced income incurred by it as a result of the breach on the part
of the Violating Party.
	 
	 	 	 	Without derogating from any other right, compensation or relief available to the
Lessor, it is hereby agreed that the Lessee shall be obligated to pay the Lessor daily
usage fees for each day of delay in returning the Leased Premises to the Lessor
pursuant to the provisions of clause 15 above, the sum of which shall be equal to the
15th share of the monthly rent. The Lessor’s right to the usage
fees and the Lessee’s duty to pay same shall not confer on the Lessee any right
whatsoever.
	 
	 	18.5.	 	Any sum of any nature whatsoever, which either party hereto has paid in lieu of the
other party after the other party was given warning as to a violation of its duty to
effect such payment, shall be refunded by the other party to the first party within one
week from the date of the first party’s demand, plus linkage differentials to the index
to be calculated as
of the date of payment and up to the actual date of the refund; however, it is hereby
expressly agreed that the Lessee may not offset any debt payable to it by the Lessor
under this clause and in general against any payment owing by the Lessee to the
Lessor.
	 
	 	18.6.	 	The Lessor may exercise securities provided by the Lessee, pursuant to the
provisions of clause 19 below, only for the purpose of collecting amounts to which it is
entitled under this Agreement and under any law, including as compensation to which the
Lessor is likely to be entitled under this Agreement and under any law.






	19.	 	Securities:






	 	19.1.	 	As security for fulfillment of its obligations, the Lessee hereby undertakes to
deliver to the Lessor, upon the entry into effect of this Agreement, a financial deposit
in the sum of $118,589 (one hundred eighteen thousand five hundred eighty nine US dollar).
This sum represents the amount of the rent for three months plus VAT. The Lessor shall
hand over to the Lessee a valid tax invoice on the first date allowing the Lessee to claim
deduction of input VAT therefor. Subject to the provisions below, this shall be
used for settlement of the total rent for the last three months of lease pursuant to this
Agreement. In the event that the areas of the Leased Premises are increased
pursuant to the provisions of this Agreement, the Lessee shall deposit with the Lessor, on
the date of delivery of possession of such additional areas and as a condition for
delivery of possession thereof, another deposit sum, in such amount as is equivalent to
the quarterly rent (three months of rent) for such additional areas and in accordance with
the rates set out in Appendix 3 (Stage B column in the table) and pursuant to a
measurement to be conducted with respect to such additional areas.
	 
	 	 	 	The Lessor may realize and/or offset from the said deposit any debt payable to it
by the Lessee with respect of the transaction forming the subject matter of this
tenancy Agreement, after the lapse of thirty (30) days from the date on which a payment
demand was submitted to the Lessee for payment of the sum which the Lessor





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	intends to
offset, together with a detailed explanation regarding the ground for the demand and
the manner of calculating the amount for payment, and provided that up to the end of
such period the Lessee has not paid the sum payable by it to the Lessor pursuant to
such demand.
	 
	 	 	 	The deposit amount, less amounts to be offset, if any, in accordance with the
aforesaid provisions, shall be credited as payment by the Lessee [sic] in settlement of
the total rent for the last three months of rent. If the deposit sum is not
effected as aforesaid, the Lessor shall refund the deposit to the Lessee (or any such
balance remaining therefrom after effecting an offset in accordance with the above
provisions), plus linkage differentials to the Consumer Price Index only in respect of
the relevant period, not later than the date of the termination of the lease, provided
that no debt or sum whatsoever is payable by the Lessee at that time to the Lessor.
	 
	 	19.2.	 	As further security for the fulfillment of its obligations, the Lessee undertakes to
furnish to the Lessor an autonomous financial bank guarantee in NIS, representing the sum
of $
	 
	 	 	 	177,883 (one hundred seventy thousand eight hundred and eighty three US dollar), at the
representative rate of the US dollar published by the Bank of Israel, known on the date
of issuing such guarantee. On the date of execution of this Agreement, this
sum represents the monthly rent for four and a half months of rent plus applicable
VAT. The guarantee shall be denominated in NIS and linked to the index, and
the terms thereof – save for the currency and the index – shall be identical to the
terms of the guarantee Appendix 9. The bank guarantee shall be issued in NIS
(linked to the Consumer Price Index published from time to time by the Central Bureau
of Statistics in Israel; hereinafter in this sub clause the “Index”) and the form
thereof shall be identical to the form of the document attached hereto as an integral
part hereof marked as Appendix 9, up to not later than November 14, 2008.
	 
	 	 	 	     The base index in the bank guarantee shall be the index for May 2008 or the last index
to be published prior to the date designated above for furnishing the bank
guarantee.
	 
	 	 	 	     The bank guarantee shall be in favor of the Lessor and shall be in effect for one
year and three months from the date of executing this Agreement, and the Lessee
undertakes to extend the term thereof, so long as the Lease Term is in effect, for one
additional year; such that the Lessor shall at all times have such bank guarantee in
its favor, and such that the bank guarantee shall be valid up to three months after the
termination of the Lease Term.
	 
	 	 	 	     Any extension of the term of the bank guarantee must be effected up to 30 days prior to
the end of the term thereof. Should the Lessee fail to extend the term
thereof, then the Lessor may exercise same after receiving same to its possession from
the Trustee, as defined below.
	 
	 	 	 	     In the event that the areas of the Leased Premises are increased pursuant to the
provisions of this Agreement, the Lessee shall deliver to the Lessor, upon delivery of
possession in such additional areas and as a condition for the delivery of possession
thereof, another bank guarantee, in the form of Appendix 9 hereto, in such amount as is
equal to the sum of the rent plus VAT for such areas in accordance with the results





	 	 	 	 	 
	 

	 	 	 	 
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	 		 	of the actual measurement thereof with respect to four and a half months of rent, and in
accordance with the rates of the rent and the management fee set out in Appendix 3 to
this Agreement (the four right hand columns in the Stage B column).
	 
	 	19.3.	 	It is hereby agreed, without limitation and/or without derogating from the autonomy
of the bank guarantee, that the Lessor may exercise the bank guarantee after same is
submitted to it by the Trustee, as defined below, solely for collecting any debt payable
by the Lessee (either to the Lessor or to the Management Company) pursuant to this
Agreement and/or under any law, as well as for covering any damage caused to it by the
Lessee. Nothing in the provision of this clause shall constitute a waiver of any
of the Lessee’s rights, including the right to reclaim sums collected unduly while
realizing the bank guarantee. It is hereby clarified that nothing in the
autonomy of the guarantee shall vest in the Lessor any other rights that are not vested in
it by virtue of this Agreement and under any law.
	 
	 	 	 	     The realization of the bank guarantee shall not in itself constitute rescission of
the Agreement, and the Lessee shall be obligated, immediately after the realization of
the guarantee to submit to the Trustee a new bank guarantee in such form as that of
Appendix 9 hereto, in such amount as aforesaid and which shall be in effect, all in
accordance with the provisions of clause 19.2 above. In the event that the
guarantee is realized partially, the foregoing shall apply to the supplement of such of
the guarantee amount as was realized.
	 
	 	19.4.	 	The bank guarantee shall be submitted in trust to Advocate Meir Zeiger, as the
parties’ Trustee (hereinafter: the “Trustee”). The parties hereby
direct the Trustee, irrevocably, to act as follows:






	 	19.4.1.	 	Subject to the provisions below, with the exception of the provision of clause
19.4.2.4, up to the end of 90 days from the termination of the Lease Term,
and/or from the termination of the Option Terms exercised under this Agreement, if
exercised, the Trustee shall return the bank guarantee to the Lessee (or any such
balance as shall remain therefrom after the realization thereof), provided that the
Lessor’s notice pursuant to clause 19.9.2 below has not been submitted to the
Trustee theretofore.
	 
	 	19.4.2.	 	The Trustee shall deliver the bank guarantee to the Lessor upon fulfillment of
all the following conditions:






	 	19.4.2.1.	 	The Lessor has demanded the bank guarantee from the Trustee in
writing.
	 
	 	19.4.2.2.	 	The Lessor has attached to its notice to the Trustee an
affidavit signed by the Lessor’s CEO, duly authenticated, stating the
following details: Description of the debt demanded from the
Lessee, the ground therefor and the manner of calculation thereof, date
of delivery of the demand by the Lessee for settling the said debt as
well as a copy of such demand, and a declaration that the Lessee failed
to settle the debt required of it as aforesaid. The Trustee
shall not be required to examine the accuracy or truth of the
affidavit, but only the





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	existence of the details referred to above, and
the Lessee shall have no claim against the Trustee that the affidavit
is not in compliance with the said conditions, if the Trustee finds, at
his discretion, that the affidavit complies with the said
conditions. The Lessee shall have no claim against the
Trustee even if the guarantee is submitted to the Lessor under such
circumstances.
	 
	 	19.4.2.3.	 	Twenty one (21) days have lapsed from the date on which
the Trustee gave the Lessee notice of the Lessor’s request to receive
the bank guarantee into its possession together with the affidavit
referred to in clause 19.4.2.2 above and a copy of the
payment demand.
	 
	 	19.4.2.4.	 	Up to the end of the period stated in clause
19.4.2.3 above the Lessee has not deposited with the
Trustee the amount required by the Lessor for realization of the bank
guarantee (in cash or by a bank check to the
order of the Lessor).






	 	19.4.3.	 	The Trustee shall further deliver the bank guarantee to the Lessor if up to 30
days before the date of expiry of the guarantee in his possession the Lessee has not
deposited with the Trustee an original confirmation from the bank concerning the
extension thereof by at least one more year. The Trustee shall give notice
to the Lessee of its intention to deliver the guarantee to the Lessor at least three
(3) business days before the delivery thereof. It is hereby clarified that
this provision shall not apply to the extension of the guarantee at the end of 90
days from the termination of the Lease Term and/or any of the Option Terms, if
exercised, unless the Trustee is obligated to act pursuant to the provisions of
sub-clause 19.4.1 above.
	 
	 	19.4.4.	 	In the event that the Trustee receives into its possession any sum of money
or bank check as stated in clause 19.4.2.4 above, the Trustee shall
transfer same to the Lessor.






	 	19.5.	 	To collect and settle any debt payable by the Lessee and to secure the fulfillment
of any obligation imposed on the Lessee (including any debt or obligation of the Lessee to
the Management Company), the Lessor may realize any security and any guarantee separately
or all or any part of them jointly, and the Lessee may not deny same to the Lessor.
Bank guarantees in this Agreement are autonomous and unconditional in this Agreement
and in general, and the Lessee or anyone causing the issuance of the bank guarantee shall
have no right to withhold the realization of the bank guarantee on any ground whatsoever.
	 
	 	19.6.	 	Any delay in furnishing the securities under clause 19 shall entitle the Lessor to
delay delivery of the possession in the Leased Premises to the Lessee, although the Lease
Term shall be calculated from the commencement of the lease as determined by the Lessor
and the Lessee shall be liable to pay rent (and management fee) and any other payment
applicable to it under this Agreement as of the “lease inception date”, or from the date
provided in the Agreement, even if it has not received possession in the Leased Premises
as aforesaid.





	 	 	 	 	 
	 

	 	 	 	 
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	 	19.7.	 	Each of the provisions of this clause 19 constitutes a fundamental condition of this
Agreement, the breach of which shall constitute a fundamental breach of the Agreement,
respecting which the provisions of clause 18 above shall also apply.






	20.	 	Miscellaneous:






	 	20.1.	 	The Lessee shall pay to the Lessor, in connection and together with each
installment made to the Lessor, Value Added Tax at such rate as shall be applicable at
the time of payment. The Lessor shall issue a tax invoice to the Lessee within
three business days after such payment.
	 
	 	20.2.	 	The parties shall bear the expenses relating to the stamping of this Agreement in
equal shares.
	 
	 	20.3.	 	The Lessee may place an identifying signage on the Building roof at such size as
shall not exceed that of NDS Ltd. which is placed on the Building roof, as well as
smaller signage within the Building where the Leased Premises are situated.
The size of the sign and the location thereof shall require the prior written
approval of the Lessor which shall not withhold same other than on reasonable grounds to
be set out in writing, in addition to all other statutory requirements. The
placement of the signs shall be effected in the Lessee’s responsibility and at its
expense.
	 
	 	20.4.	 	The Lessee, the Lessor and the Management Company undertake to duly comply,
throughout the lease, with the provisions of any law applicable during the Lease Term,
with respect to the Leased Premises, the use thereof, the business managed therein, and
any operation therein, and with respect to any activity of the Lessor and of the
Management Company, to the extent related to the Leased Premises and/or the Lessee.
Nothing in the foregoing shall contravene the provisions of this Agreement with
respect to liabilities assumed by the parties in respect of the various payments.
	 
	 	 	 	     Any damage or cost incurred by either party due to failure of the other party to comply
with its obligations shall be the responsibility of the Violating Party, and the
Violating Party shall be obligated to indemnify the Aggrieved Party immediately upon
its demand, due to any damage, penalty, loss or cost incurred by the Aggrieved Party,
provided that the Violating Party was given the option to defend against such claim or
rectify such breach, to the extent rectifiable.
	 
	 	20.5.	 	It is hereby agreed that only actual payment of any sum payable by the Lessee to
the Lessor, or actual settlement of any check, including rental installments, shall be
deemed as a duly made payment.
	 
	 	20.6.	 	The Lessee acknowledges that it has examined at the planning and construction
authorities the plans applicable to the Project and the Leased Premises, and its ability
to operate the Leased Premises in accordance with the purpose of the lease, and that it
neither has nor shall have in the future any claims of any nature whatsoever with
respect to its ability or inability to duly obtain a business license. It is
hereby expressly agreed that the Lessor assumes no undertaking nor has any
responsibility vis-à-vis the Lessee and in general in respect of the license required by





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	the Lessee. Nothing in the foregoing shall derogate from the Lessor’s
liability to the accuracy of its declarations in clause 2.4
	 
	 	 	 	The Lessee undertakes to do everything necessary, practicable and reasonable and to
act in good faith, with a view to duly obtaining a business license.
Notwithstanding the foregoing, should the Lessee fail to obtain a license for the
management of its business in the Leased Premises, the Lessor shall be given a power of
attorney for a period of thirty (30) days from the date of the Lessee’s request from
the Lessor to handle on behalf of the Lessor the obtaining of a business license for
the Leased Premises in accordance with the purpose of the lease, such that no
unreasonable liabilities shall be imposed on the Lessee. Should the Lessor
fail to duly procure the issuance of a business license for the Leased
Premises in accordance with the purpose of the lease within 30 days as aforesaid
without thereby imposing on the Lessee unreasonable liabilities, the Lessee shall be
entitled to early termination of this Agreement by a 30-day prior written notice
(hereinafter: the “Prior Notice”) and in such event the Lessee shall bear all
payments payable by it under this Agreement, for the period up to the end of the prior
notice period. To remove any doubts, nothing in this paragraph shall derogate
from the provisions of this Agreement pertaining to vacating the Leased Premises.
	 
	 	 	 	     Without derogating from the provisions of sub-clauses 4.1 and 4.2 above, the taxes
and obligatory payments required in connection with the obtaining of a business license
and maintenance of the license shall apply solely to the Lessee. Should the
Lessor incur any costs whatsoever due to its handling as set forth in this sub-clause
above in obtaining a business license, then the Lessee shall be obligated to refund the
same to the Lessor within one week from the date it is required to do so by the
Lessor.
	 
	 	20.7.	 	Without derogating from the foregoing in sub-clause 20.6 above, it is hereby agreed
that if within three months from the date of execution of this Agreement the Lessee is
unable to obtain a prior approval from the Ministry of Health, the Ministry of the
Environment, the Ministry of Labor and the Jerusalem Municipality to use the Leased
Premises for the purpose of the lease as set out in the provision of clause 7 above
(hereinafter: the “Prior Approval”), the Lessee shall be entitled to early
termination of this Agreement by a written notice to be delivered to the Lessor.
In the event that the Lessee delivers such notice to the Lessor, the Lessor shall be
entitled to cover the expenses incurred by it for works performed by the Lessee in
accordance with the provisions of Appendix 2 hereto up to the date of the early
termination, in accordance with copies of receipts or tax invoices/receipts to be
furnished by the Lessor to the Lessee. The refund of expenses shall be effected
within 30 days from the date of furnishing the Lessor’s demand, to which copies of the
receipts or the tax invoices/receipts shall be attached as aforesaid.
	 
	 	20.8.	 	The use by the Lessee of the Leased Premises shall be only for the purpose of the
lease and pursuant to the provisions of any law.
	 
	 	20.9.	 	It is hereby agreed by the parties that only this Agreement reflects the terms and
conditions stipulated, binding and agreed by and between the parties. No
information, document, agreement or notice given to the Lessee by the Lessor or





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	by anyone
on its behalf prior to the execution of this Agreement, if any, shall have any
effect. It is further hereby agreed, without derogating from the generality of
the aforesaid in this clause, that previous versions of this Agreement, deletions,
additions and any other wording set out therein, shall not be used for the purpose of
interpretation of this Agreement.
	 
	 	 	 	     No obligation, stipulation, waiver or change hereto shall have any effect unless made
in writing and in advance. Failure to exercise any relief or any security
whatsoever shall not be deemed as a waiver.
	 
	 	20.10.	 	The Lessor may transfer or encumber its rights under this Agreement to another or
others provided that same shall not derogate from the Lessee’s rights. The
Lessor shall give notice thereof to the Lessee within a reasonable time.
	 
	 	20.11.	 	For the sake of good order, it is hereby emphasized that the Project shall not be
operated on the eve of the Sabbath (Shabbat) or eves of holidays, as of two hours before
the onset of Shabbat or the holiday, as well as during Shabbat and holidays and on dies
non under any law.
	 
	 	 	 	The Lessee declares that it is aware that the Lessor and/or the Management Company
shall not provide management services to the Project on Shabbat and Jewish holidays
(starting from two hours before the onset of Shabbat or the holiday and ending at the
end of two hours from the end of Shabbat or the holiday).
	 
	 	 	 	     Notwithstanding the foregoing, the Lessee shall not be prevented from entering into the
Leased Premises in order to implement the activity for the purpose of the lease on such
dates. Entry to the Leased Premises shall be possible through the main
entrance of the Building. Entry to the parking lots shall be possible through
an entrance to be designated by the Management Company in coordination with the Lessee.
	 
	 	20.12.	 	Since the Lessee falls within a limited company it is agreed that the Lessor may
rescind this Agreement in the event that a receivership order (including a temporary
order) is issued against the Lessee, or a company liquidation order (including a
temporary order), should such orders not be cancelled within 120 days from the date of
issuance thereof.
	 
	 	20.13.	 	It is hereby agreed that the local judicial competence in any legal proceeding between
the parties shall be vested only in courts situated in the city of Jerusalem.






	21.	 	Special Provisions






	 	21.1.	 	The Lessee undertakes that the appearance of the Leased Premises shall at all
times be clean and tidy. The foregoing applies both to the interior sections
of the Leased Premises and to the exterior sections – to the extent that same are within
the Lessee’s responsibility. The Lessee undertakes to keep the Leased Premises
clean on an ongoing basis.





	 	 	 	 	 
	 

	 	 	 	 
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	 	21.2.	 	The Lessee shall not place any furniture, accessories, packaging, boxes,
materials, equipment, waste or chattels outside the Leased Premises. The Lessee
shall make no use of any section of the parts of the Building and the Project, other than
for the purpose of passing to and from the Leased Premises.
	 
	 	21.3.	 	The Lessee undertakes to store any waste, refuse, and packaging in a hidden place
within the Leased Premises until such time as it may remove same as aforesaid.
	 
	 	21.4.	 	The Lessee undertakes not to perform any act or use of the Leased Premises
resulting in noise, odors, shocks, smoke, dirt or nuisance.






	22.	 	Notices
	 
	 	 	Any notice from one party to the other, delivered at the address set out below or forwarded
to such party by registered mail, shall be deemed to have reached its addressee within three
(3) business days from the date of dispatch thereof by registered mail (and if hand delivered
– within 12 hours from the date of delivery, subject to confirmation of delivery).
	 
	 	 	In the event that the date on which the notice is deemed to have reached or been delivered to
its address is a Friday or a Jewish holiday eve or Shabbat or a holiday or the intermediate
days of the Passover and Succoth holidays, the date of receipt thereof shall be deemed to be
the first business day thereafter.





The addresses of the parties for the purpose of this Agreement are as follows:





			
	The Lessor — 	 	Nichsei Har Hozvim Ltd. c/o GTI — Technology Park Jerusalem
Ltd., P.O.B. 48255 Jerusalem 91487, or such other address as
the Lessor shall designate in writing to the Lessee.






			
	The Lessee — 	 	Up to the date of occupation of the Leased Premises – P.O.B.
288, Kiryat Ono, Tel Hashomer and subsequently in the Leased
Premises or at such other address as designated in writing by
the Lessee to the Lessor.






	23.	 	Option and Right of First Refusal Concerning Additional Areas





     23.1. Option to lease additional areas




	 	23.1.1.	 	The Lessee is hereby granted, for a limited time as set forth below, the right
(hereinafter: the “Extension Option”) to lease from the Lessor, in
addition to the Leased Premises, the additional areas marked in green diagonal lines
in the schemes, Appendixes A-2(I-V) and to make use of the Areas of Use marked in
orange diagonal lines in the said schemes, which are attached hereto as follows:






	 	23.1.1.1.	 	An area covering 1,021 sq.m., gross, on level 712.8, in
building B.
	 
	 	 	 	plus -





	 	 	 	 	 
	 

	 	 	 	 
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	 	23.1.1.2.	 	An area covering 1,057 sq.m., gross, on level 717.7, in
building B.
	 
	 	 	 	plus -
	 
	 	23.1.1.3.	 	An area covering 1,709 sq.m., gross, on level 722.6, in building
B.
	 
	 	 	 	plus -
	 
	 	23.1.1.4.	 	A service area (in the parking lot level) on level 709.5 in
Building B, covering a total area of 137 sq.m.
	 
	 	 	 	plus -
	 
	 	23.1.1.5.	 	A service area (loading and unloading bay) situated on
level 712.8 (between axes 10-11, L-K), in Building B, covering a total
area of approx. 89 sq.m.
	 
	 	 	 	plus -
	 
	 	23.1.1.6.	 	A service area on the roof on level 734.3 in Building B, covering
a total area of 220 sq.m.
	 
	 	 	 	plus -
	 
	 	23.1.1.7.	 	20 unspecified parking places in the parking lot.
	 
	 	 	 	(all such areas shall hereinafter be referred to as:
the “Option Areas” and shall include areas of the Leased Premises and
Areas of Use) pursuant to the provisions of sub-clause 23.1 below.
	 
	 	 	 	It is hereby clarified that the Extension Option shall be available for
exercise by the Lessee one time only, respecting all or any of the Option
Areas, provided that such right shall only be available with respect to the
areas along the latitudinal lines of the Building and the axes delineated in
the scheme, in Appendixes A-2 (I-V) hereto, and between them only (from one
axis to another).
	 
	 	 	 	     The Lessee shall make use of the said Areas of Use in accordance with the
provision of sub clause 2.2 in this Agreement above.






	 	23.1.2.	 	The Extension Option shall be available to the Lessee up to the end of 18 months
from the lease inception date (hereinafter: the “Extension Option Term”),
at which time it shall ipso facto expire, subject to the provisions below:
	 
	 	23.1.3.	 	The Extension order shall be exercisable one time at any time up to the end
of the Extension Option Term, by means of a written notice to be given by the Lessee
to the Lessor, specifying the date of delivery of possession and lease inception in
the Option Areas and the areas which the Lessee seeks to attach to the Leased
Premises from among the Option Areas (hereinafter: the “Exercise
Notice”). To remove any doubts, cancellation of the Extension Option
Exercise Notice by the Lessee shall be deemed as breach of this Agreement, in the
event that the Lessee has not withdrawn the cancellation notice within 30 days from
the date of receipt of the Lessor’s demand to such effect; however, it is hereby
agreed that the Lessor may not rescind this Agreement due to such breach only,
without





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	derogating from all other remedies available to it under this Agreement and
under any law.
	 
	 	 	 	Should the Lessor be required to perform works in the Option Areas incorporated in
the Exercise Notice, the date of delivery of possession therein shall not be earlier
than from the end of four months from the date of delivery of the Exercise
Notice.
	 
	 	23.1.4.	 	Should the Lessee exercise the Extension Option, the Option Areas
incorporated in the Exercise Notice shall be part of the Leased Premises, as defined
in this Agreement,
and all the provisions of this Agreement, including the appendixes thereto and the
management agreement shall apply thereto, mutatis mutandis, subject to the
provisions of sub-clause 23.1.6 below.
	 
	 	 	 	Without derogating from the generality of the aforesaid in this sub-clause
above, it is hereby agreed that in the event that the Lessee has exercised the
Extension Option as aforesaid – the Lessee shall deliver to the Lessor, as a
condition for delivery of possession in the Option Areas, the deposit pertaining to
such areas, as set forth in sub-clause 19.1 above, the insurance policies pertaining
to such areas and the bank guarantee referred to in sub-clause 19.2 above.
	 
	 	 	 	Notwithstanding the provisions of this first paragraph of this sub-clause above, it
is hereby agreed that the Lessee’s duty to pay to the Lessor rent for the Option
Areas incorporated in the Exercise Note, the Lessee’s duty to pay management fee to
the Management Company, to bear payment of taxes, municipal rates and other
obligatory charges, to take out insurance policies and its liability for the Option
Areas incorporated in the Exercise Note, shall all take place only upon delivery of
possession in the Option Areas incorporated in the Exercise Notice delivered to it
and subsequently.
	 
	 	23.1.5.	 	Possession in the Option Areas incorporated in the Exercise Notice shall be
delivered to the Lessee by the Lessor on the date to be designated in the Extension
Option Exercise Notice. Should the Lessor be required to perform the works
set out in the technical specification Appendix 2 hereto, insofar as they relate to
the Option Areas, the delivery date imposed on the Lessor shall not be earlier than
the date commencing at the end of four months from giving he Exercise Notice to the
Lessor. It is hereby clarified that the delivery shall take place on such
date even if by such date the Lessee has not completed its preparation works in the
exercised Option Areas.
	 
	 	 	 	To remove any doubts, it is hereby clarified that the Lessor may perform the works
entrusted with it in the Option Areas, in accordance with the Lessee’s requirements,
concurrently with the performance of the Lessee’s works and in coordination with the
Lessee.
	 
	 	 	 	Notwithstanding the provisions of the first paragraph of this sub-clause above, it
is hereby agreed that the Lessee may postpone the date of receipt of possession in
the Option Areas incorporated in the Exercise Notice from the Lessor to a later date
as designated in the Exercise Notice, provided that such date shall not





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	deviate form
the Extension Option Term plus the period during which the Lessor is to complete the
fulfillment of the tasks applicable to it with respect to the Option Areas
incorporated in the Exercise Notice. It is hereby clarified, to remove any
doubts, that the Lessor may, at its expense and at its discretion, implement the
tasks applicable to it in respect of the Option Areas and complete same also during
the Extension Option Term.
	 
	 	23.1.6.	 	Should the Lessee exercise the Option as aforesaid, the Lessee shall pay to
the Lessor additional monthly rent for the Option Areas incorporated in the Exercise
Notice, at the
rates designated per square meter in respect of Stage B as per Appendix 3 hereto,
plus linkage differentials to the index in accordance with the provisions of
sub-clause 5.4 above, plus applicable VAT.
	 
	 	 	 	The Lessee shall pay to the Lessor the rent for the Option Areas in such
manner, at such terms and on such dates as are set forth in the provisions of
clauses 5 and 6 above .
	 
	 	23.1.7.	 	In addition to the additional monthly rent, the Lessee shall pay to the
Management Company an additional management fee in the sum of $ 2.1 (two US dollar
and ten cents), per sq.m., plus linkage differentials to the index in accordance
with the provisions of sub-clause 5.4 above, plus applicable VAT.
	 
	 	 	 	The Lessee shall pay to the Management Company the management fee for the Option
Areas in such manner, at such terms and on such dates as are set forth in the
provisions of clause 16 above.
	 
	 	23.1.8.	 	The rent and the Participation Fee in the Company’s Expenses for the Extension
Option Areas shall be paid for the lease term commencing on the date of delivery of
possession therein to the Lessee, but in no event for the Preparation Period.
	 
	 	23.1.9.	 	Should the Lessee exercise the Extension Option as aforesaid, the Lessor shall
put at the Lessee’s disposal, on the date of delivery of possession in the Option
Areas incorporated in the Exercise Notice at the Lessee’s option, additional parking
places, in accordance with the criterion of one (1) parking place per additional 100
m2, gross, of the Option Areas.
	 
	 	 	 	In the event that additional parking places are provided to the Lessee as
aforesaid, the Lessee shall pay an increment to the monthly rent, at such terms and
on such dates as are set forth in clauses 5 and 6 above, in the sum of $ 45 (forty
five US dollar) per each additional parking place (namely, in accordance with the
basis for calculating the rent relating to parking places, set out in Appendix 3
hereto), plus linkage differentials to the index pursuant to sub-clause 5.4 above
and together with applicable VAT.
	 
	 	23.1.10.	 	The Lessee may extend the Extension Option Term for a total period of 6
months (one time, or several times for one whole month, or several whole months each
time) with respect to all or any part of the Extension Option Areas, by giving a
written notice to the Lessor up to 15 days prior to the expiration of the Extension
Order. The Lessee shall pay to the Lessor for the period during which the





	 	 	 	 	 
	 

	 	 	 	 
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Extension Option Term is actually extended, such rent and management fee with
respect to the areas incorporated in the Extension Notice as if the Option in
respect thereof had been exercised. Payment shall be effected at the
beginning of each month for that month in advance.




It is hereby clarified that should the Lessee exercise the Extension Option with
respect to areas incorporated in the Extension Notice as aforesaid, prior to the end
of the Extension Term, the Lessee’s duty to pay rent and management fee for the
Extension
Option Areas shall terminate, and the Lessee shall be charged to pay therefor in
accordance with the provisions of sub-clause 23.1.8 above.




	 	23.2.	 	Right of First Refusal






	 	23.2.1.	 	As of the date of expiry of the Extension Option up to the end of a 6-month
period from the date of expiry thereof, the Option Areas shall be subject to the
right of first refusal in respect of the lease thereof by the Lessee, and the
provisions of sub-clauses 23.2.2 – 23.2.9 below shall apply thereto, mutatis
mutandis.
	 
	 	 	 	Periods for extending the Extension Option Term pursuant to the provisions of clause
23.1 above shall be reduced from the right of first refusal period
pursuant to clause 23.1.10
	 
	 	23.2.2.	 	It is hereby agreed by the parties that the Lessee shall be granted a right of
first refusal with respect to the lease of the Option Areas, in whole or in part,
provided that such right shall only be available with respect to the areas along the
width of the Building and between the axes delineated in the schemes, Appendixes A-2
(I-V) hereto, and between them only, all in accordance with the provisions set forth
in this clause below.
	 
	 	 	 	This right shall be available to the Lessee up to the end of six (6)
months from the date of expiration of the Extension Option, at which time it
shall ipso facto expire.
	 
	 	23.2.3.	 	Should the Lessor receive a specific offer in writing to lease an area from the
Option Areas, the Lessor shall give notice thereof to the Lessee in writing, and
shall designate the size of the area sought to be leased, the location thereof, the
proposed lease term and the rent offered by the potential lessee.
	 
	 	23.2.4.	 	Within thirty (30) business days from receipt of the Lessor’s notice of the
proposal of a potential lessee as aforesaid, the Lessee shall be entitled to give
notice to the Lessor in writing that it seeks to exercise its rights with respect to
the additional areas and to lease them in lieu of the potential lessee. To
remove any doubts, cancellation of the exercise notice of the first right of refusal
by the Lessee shall be deemed a fundamental breach of this Agreement with respect to
the areas concerning which the notice was given, where the Lessee has not withdrawn
the cancellation notice within thirty (30) days from receipt of the Lessor’s demand
therefor.





	 	 	 	 	 
	 

	 	 	 	 
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	 	 	 	Should the Lessee give notice to the Lessor as aforesaid of exercise of the right of
first refusal, the provisions of sub-clause 23.1 above shall apply, as if
the Extension Option with respect thereto had been exercised, including (without
derogating from the generality of the foregoing), with respect to the Lessee’s duty
to pay monthly rent and Participation Fee in the Company’s Expenses, as of the date
of delivery of possession.
	 
	 	23.2.5.	 	Should the Lessee fail to give notice of its wish to exercise its right with
respect to the Option Areas within the period set forth in sub-clause 23.2.3 as
aforesaid, the Lessor may lease same to the potential lessee.






	24.	 	Assignment of the Lessor’s Rights to Bank Hapoalim
	 
	 	 	Since for the purpose of constructing the Project and as part of the financial backing of
Bank Hapoalim the Lessor encumbered its rights in the Project and in the Leased Premises, it
is accordingly agreed that the Lessor encumbers and assigns, through assignment by way of a
lien, to Bank Hapoalim, all its rights vis-à-vis the Lessee, and hereby gives the Lessee
irrevocable instructions to pay the rent and all other payments payable and to be payable to
it by the Lessee, pursuant to this tenancy Agreement, to the Lessor’s account no. 696653 in
Kikar Rabin Branch, Tel Aviv (Branch No. 609), Bank Hapoalim.
	 
	 	 	To remove any doubts it is hereby clarified that the foregoing shall not create any
direct liability on the part of the Lessee vis-à-vis Bank Hapoalim, to the same extent that
no direct right of Bank Hapoalim shall be created vis-à-vis the Lessee. Without
derogating from the foregoing, it is hereby clarified that the Lessee shall be entitled to
make vis-à-vis Bank Hapoalim any claim it may have vis-à-vis the Lessor and/or vis-à-vis the
Management Company.
	 
	 	 	Bank Hapoalim’s consent to the tenancy under this Agreement is attached hereto as Appendix 5.






	25.	 	Authorization to Park in the Project’s Parking Lots






	 	25.1.	 	The Lessor hereby acknowledges that the Project includes at this stage two
connected covered parking lots, one under Building B and the other under Building C
(hereinafter: the “Parking Lots”).
	 
	 	25.2.	 	The Lessor may either manage the Parking Lots or instruct that the
Parking Lots be managed by the Management Company or by any other entity (hereinafter:
the “Parking Lot Operator”), as the Lessor shall deem fit, provided that the Lessee’s
rights under this Agreement are not compromised.
	 
	 	25.3.	 	The Lessor hereby acknowledges that at this stage and up to any other notice, it
shall serve as the “Parking Lot Operator” on a temporary basis. It is hereby
expressly agreed that the “Parking Lot Operator” shall be anyone so designated, from time
to time, by the Lessor, and as of the date of designation thereof all the provisions of
this Agreement shall apply as if referring ab initio to the entity designated by the
Lessor as the Parking Lot Operator. Notice of the identity of the new “Parking
Lot Operator” shall be in writing. It is hereby clarified that nothing in the
appointment





	 	 	 	 	 
	 

	 	 	 	 
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of one Parking Lot Operator or another shall derogate from the Lessor’s
responsibility under any law and subject to the provisions of this Agreement with respect
to parking lots and/or exempt it from the duty to afford the Lessee the parking rights
set forth in this Agreement.




	26.	 	As an inseparable part of the Lessee’s rights under this Agreement and as part of
the consideration to which the Lessee is entitled for payment of the rent and without any
additional consideration, the Lessee is hereby granted the right to park 30 cars in the
Parking Lots area situated under Building B. The procedure for entering the Parking
Lots shall be attended to from time to time by the Parking Lot Operator, and as set forth in
clause 27 below. Furthermore, the Lessee is hereby granted the right to the entry
of up to six (6) cars of the Lessee’s visitors and/or guests to the Parking Lots at any time,
simultaneously.
	 
	27.	 	Pending a new notice, the parking arrangements in the Parking Lot shall be as
follows:






	 	27.1.	 	The Lessor and/or the Parking Lot Operator shall give the Lessee parking cards to
the Parking Lot (hereinafter: “Parking Cards”). The Lessor and/or the Parking
Lot Operator may cause such cards to be invalidated if this Agreement is rescinded due
to a fundamental breach hereof by the Lessee, provided that the Lessee has been given a
30-day prior written notice. The entry of cars of visitors and/or guests of
the Lessee shall be without parking cards.
	 
	 	27.2.	 	In respect of the encoding method of the “Parking Cards” the following provisions
shall apply: It is hereby clarified that the term “Parking Card” may refer to any method
enabling entry of cars to the Parking Lot and/or exit therefrom, including
electronic devices, miniature transmitters, electronic cards, magnetic cards and any
other card or device, all as shall be determined from time to time by the
Lessor, the Management Company and/or the Parking Lot Operator. Supply of the
Parking Cards and/or the replacement and/or maintenance thereof, where necessary, shall
be made by the Lessor and/or the Parking Lot Operator, at its expense.
	 
	 	 	 	Considering the fact that the Parking Cards operate electronic or electro-mechanical
systems, computer-activated or otherwise, unintentional malfunctions may occur.
The Parking Lot Operator shall attempt to avoid such malfunctions and shall act to
repair same as soon as possible.
	 
	 	27.3.	 	The Parking Cards shall allow simultaneous parking of no more than thirty (30)
cars on behalf of the Lessee plus six (6) cars of visitors and/or guests. The
Lessee undertakes that no more than 36 cars on its behalf are parked simultaneously.
	 
	 	27.4.	 	If and when the Parking Lot Operator allows any of the lessees the use of specific
parking places at a rate exceeding 10% of the total parking places used by such lessee, a
corresponding option shall also be granted to the Lessee to select the specific location
of additional parking places from the parking places allocated to the Lessee under this
Agreement, and it shall be granted the option to select the location of the parking
places before any other lessee in the Building.






	28.	 	The Lessee hereby undertakes, acknowledges and declares as follows:





	 	 	 	 	 
	 

	 	 	 	 
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	 	28.1.	 	It is hereby agreed that the Lessee shall be responsible and liable vis-à-vis the
Lessor and/or the Management Company and/or the Parking Lot Operator with respect to any
claim or contention on the part of the Parking Lot Operator or any third party against
anyone bringing a car into the Parking Lot by virtue of a Parking Card allocated to the
Lessee, provided that this shall not apply to things over which the Lessee has no
control, such as acts of terror.
	 
	 	 	 	The Lessee may not hand over a Parking Card to anyone on its behalf before advising him
of all the provisions of this Agreement pertaining to parking and before the recipient
of the ticket has agreed to such provisions.
	 
	 	28.2.	 	The Lessee must uphold the parking regulations of the Parking Lot, as shall be
displayed in the Parking Lot and/or in entrances of the Parking Lot, provided they are
reasonable and acceptable and do not unreasonably encumber the use of the Parking Lots
and/or derogate from the Lessee’s rights pursuant to this Agreement. The Lessee shall
further be responsible vis-à-vis the Parking Lot Operator that any person acting in its
name or on its behalf (including any person who parks in the parking spaces allocated to
the Lessee) shall uphold the said parking regulations, provided that the Lessee shall
not be responsible for things over which the Lessee has no control, such as acts of
terror.
	 
	 	28.3.	 	Subject to the provisions below, the parking card shall constitute evidence that
its holder is authorized to bring the car into the Parking Lot and take it out therefrom
at any time during the Lease Term. Any person holding the Parking Card shall be
deemed as so authorized in the Lessee’s name and on its behalf.
	 
	 	 	 	     The Lessee acknowledges that it is aware that where there are over 30 cars in the
Parking Lot (at the same time) by virtue of the parking cards allocated to the Lessee,
plus 6 cars of the Lessee’s visitors and/or guests, then any authority to bring another
car on behalf of the Lessee into the Parking Lot shall halt automatically even if the
driver of the car is in possession of a parking card allocated to the Lessee.
The examination as to the presence of cars in the Parking Lot on behalf of the
Lessee can be carried out electronically or by any other means as shall be determined
by the Parking Lot Operator.






	 29.		 






	 	29.1.	 	The rights of the Lessee or anyone on its behalf under this parking agreement are
not transferable.
	 
	 	29.2.	 	The parking lot operator is not deemed to have invited the car driver to park his
car in the parking lot.
	 
	 	29.3.	 	It is hereby expressly agreed that the Parking Lot Operator is not the Parking
Lot guardian (whether paid guardian or unpaid guardian ) nor a guardian of the car
parked in the Parking Lot (whether paid guardian or unpaid guardian). The
Parking Lot Operator’s only share in respect of parking cars in the Parking Lot is
allowing the entry and exit of a car to anyone wishing to do so who has a parking
card.





	 	 	 	 	 
	 

	 	 	 	 

	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.












 




40



	 	29.4.	 	It is hereby agreed between the parties that the Lessor and/or the Management
Company and/or the Parking Lot Operator shall not be responsible for any damage incurred
to any car on behalf of the Lessee in the Parking Lot or at the time of entering thereto
and/or exiting therefrom, arising from burglary, fire or from any other reason
whatsoever, including any compromise whatsoever to the car and the property therein; they
shall, however, be responsible for any damage or compromise arising from the condition of
the maintenance of the Parking Lot and to any damage and/or compromise arising from
negligence and/or malice on the part of the Lessor, the Parking Lot Operator, the
Management Company and/or anyone on their behalf. Furthermore, the Lessor
and/or the Management Company and/or the Parking Lot Operator shall not be liable for
theft of the car.






	30.	 	Concerning parking arrangements in the Parking Lot it is hereby agreed as
follows:






	 	30.1.	 	That the Parking Lot Operator shall not be obligated to allow the entry of cars to
the Parking Lot nor to allow the exit of cars from the Parking Lot on Fridays (and on
eves of Jewish holiday and rest days) commencing from two hours prior to the onset of
Shabbat or the holiday and up to the following Sunday (or up to the first weekday after
the holiday) at 07:00.
	 
	 	30.2.	 	That the Parking Lot Operator shall not be obligated to provide any service
relating to the Parking Lot on such hours and days as it is not obligated to allow entry
of cars to the Parking Lot and exit threrefrom, as aforesaid.
	 
	 	30.3.	 	The Lessee notes that after 19:00 every evening and before 07:00 every morning (on
such dates as the Parking Lot is operated as aforesaid) the Parking Lot Operator shall
not be obligated to provide any service involving employees on its behalf in or in
connection with the Parking Lot.






	31.	 	Breach of such part of the tenancy agreement pertaining to the Lessee’s parking
rights in Parking Lots by the Lessor and/or anyone appointed by it to operate the Parking
Lots, shall be deemed a breach of the tenancy agreement by the Lessor.
	 
	32.	 	In the event that the tenancy agreement is rescinded on any ground whatsoever the
Lessee’s right to park cars in the Parking Lot shall terminate.





In Witness Whereof The Parties Have Signed:




Effective as of this
15th day of May, 2006 in Jerusalem.




	 	 	 	 	 

	 
	/s/ Victor Kriaf

	 	 
	 	/s/ Nissim Mashiach
	 

	 	 	 	 

	 
	/s/
Ilan
Toker

	 	 
	 	/s/ Michael Burshtine

	 

	 	 	 	 
	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.
	The Lessor

	 	 	 	The Lessee












 




41




	 	 	 
	I,
the undersigned, Meir Zeiger,
Advocate, hereby confirm that
Mr. Victor Kriaf and Mr. Ilan Toker on behalf of the
said Lessor (Nichsei Har Hozvim Ltd.), signed
the said agreement and the
appendixes thereto in my presence
and I hereby confirm that their
signatures as aforesaid, together
with the Company’s stamp, are
binding on the Lessor.

	 	I, the undersigned, Yossi Cohen,
Advocate, hereby confirm that
Mr. Nissim Mashiach and Mr. Michael Burshtine on behalf of the
said Lessee (Omrix Biopharmaceuticals Ltd.), signed the said agreement
and the appendixes thereto in my
presence and I hereby confirm that
their signatures as aforesaid,
together with the Company’s stamp,
are binding on the Lessee.





	 	 	 	 	 
	/s/
Meir
Zeiger

	 	 
	 	/s/ Yossi Cohen
	 

	 	 	 	 
	Meir
Zeiger, Advocate

	 	 
	 	Yossi Cohen, Advocate
	 
	 
	 

	 	 	 	 
	Nichsei Har Hozvim Ltd.

	 	 
	 	Omrix Biopharmaceuticals Ltd.