TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
PROBLEM: Exhibit 4.10 MARKETING AND RESELLER AGREEMENT (the Agreement) THIS AGREEMENT is made and entered into this 20t h day of December 2018 (the Effective Date), by and between Todos Medical Ltd., a corporation organized and existing under the laws of the State of Israel, with an address at 1 Hamada St., Rehovot, Israel (Todos) and Care G. B. Plus Ltd., a corporation organized and existing under the laws of the State of Israel, with an address at Rechov HaYasmin 50, Carmei Yosef, Israel (the Reseller). WHEREAS, Todos has developed and owns a proprietary blood screening test for the early detection of certain forms of cancer which consists of a Physician Kit (for collecting blood samples) and a Lab Kit (for separating plasma and mononuclear cells in the blood samples) which consists of an Isolation Kit and an Analysis Kit, all as more fully described on Exhibit A attached hereto (the Products), as well as a proprietary algorithm for the analysis of the blood samples data; and WHEREAS, the Reseller is interested in marketing, distributing, and reselling the Products to customers located in and taking delivery in the State of Israel, including the territory of the Palestinian Authority, (the Territory and the Customers), all in accordance with the terms set forth herein; NOW THEREFORE in consideration of the agreements, covenants, and conditions hereinafter set forth, the parties agree as follows: 1. Grant of Rights 1.1 Subject to the terms and conditions of this Agreement, Todos hereby grants the Reseller a non-sublicensable, non-transferable, exclusive right to distribute and sell the Products to Customers in the Territory; provided, however, that Reseller may sub-license or transfer its distribution rights to a subsidiary or affiliate of the Reseller. The Reseller shall have a right of first refusal to include within this Agreement any additional products developed, manufactured, or sold by the Company following the Effective Date that are not currently included in Exhibit A, and upon the exercise of such right, the term Products shall be expanded to mean such additional products as well. For purposes of clarity, the parties agree that upon Todos's development of a blood screening test for colon cancer, such product shall be added to this Agreement and included within the definition of Products, subject to the Reseller and Todos agreeing on the commercial terms for such product, including the price. 1.2 The Reseller shall not market, distribute, or sell the Products, whether directly or indirectly, to customers outside of the Territory. This Section 1.2 is a fundamental provision of this Agreement. 1.3 Subject to Section 1.4 below, Todos shall not market, distribute, or sell the Products, whether directly or indirectly, to customers inside of the Territory in any manner other than through the Reseller.

Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





1.4 Notwithstanding the grant of exclusivity to the Reseller, nothing herein shall derogate from Todos's right to distribute the Products in the Territory for non-revenue producing purposes such as research, testing, evaluation, proof of concept, and clinical trials. 2. Exclusivity 2.1 The Reseller's exclusive right to market and sell the Products in the Territory is subject to the Reseller achieving the following milestones by the end of each year this Agreement is in effect (the Annual Milestones): Year Annual Milestone(s) Year 1 Not Applicable Each Year Thereafter The parties will agree at the beginning of the year on the Annual Milestone for such year 2.2 If the Reseller sells less than 50% of any year's Annual Milestone, Todos, in its sole discretion, may either (a) cancel the Reseller's exclusivity, and market, distribute, and sell the Products in the Territory directly or indirectly through other distributors and resellers, while leaving the Reseller with a non-exclusive right to distribute and sell the Products for the remainder of the term, or (b) terminate the Agreement upon one hundred eighty (180) days prior written notice, provided that the Reseller does not cure its failure to achieve 50% of the applicable year's Annual Milestone within the 180-day notice period. 3. Duties of Todos 3.1 Todos shall provide technical assistance and advice to support the Reseller's preparation of marketing materials, including technical sales literature, catalogs and the like, to be used in the Territory. 3.2 Todos shall provide the Reseller, at no charge, with initial training relating to the efficient use and operation of the Products as well as instruction regarding use of all associated equipment required to effectively carry out the TM-B1 and TM-B2 cancer screening tests. Additionally, Todos will provide the Reseller with training relating to the handling of all blood samples throughout the screening process, and any and all other training, guidance and support reasonably required to sell the Products in the Territory. 3.3 Todos shall provide the Reseller, at no charge, with technical support relating to the use of the Products. 3.4 Todos shall support the Reseller, at no charge, in providing Customers with scientific data supporting the efficacy of the Products. 3.5 Todos is responsible for obtaining AMAR approval from the Israeli Ministry of Health. 3.6 Todos shall comply with all relevant standards of quality assurance and shall ensure that the Products conform to all Israeli standards and certifications.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





3.7 Todos shall appoint a relationship manager, who shall serve as the primary point of contact with Reseller regarding all maters arising from the business relationship contemplated in this Agreement. 3.8 Todos shall be available for periodic meetings with the Reseller to discuss any issues arising in connection with this Agreement. 3.9 Todos shall fulfill with reasonable dispatch all orders received from the Reseller and accepted by Todos. 3.10 Todos shall refer to the Reseller all Product inquiries and sales opportunities in the Territory that come to the attention of Todos. 4. Duties of the Reseller 4.1 The Reseller shall use all commercially reasonable efforts to market, promote, distribute, and sell the Products to Customers in the Territory, and shall, on its own account, provide a trained and competent sales and marketing team for the efficient promotion and sale of the Products. The Reseller shall achieve the commercialization milestones by the dates set forth in the Commercialization Timetable attached hereto as Exhibit C. 4.2 The Reseller shall be responsible for preparing marketing materials, including technical sales literature, catalogs and the like, to be used in the Territory. All marketing materials shall be subject to the prior written approval of Todos. 4.3 Except for AMAR approval which is the responsibility of Todos, the Reseller shall be responsible for obtaining all necessary governmental, regulatory, and other permits and licenses required to distribute and sell the Products in Israel. Todos shall provide the Reseller with all required assistance in this matter in order to obtain the necessary licenses and permits. 4.4 The Reseller shall be responsible for setting up at least one laboratory in the Territory to support the assay protocol (the Laboratory), including the provision of a FTIR that is approved by Todos, as further described in Exhibit B. The Reseller shall obtain the prior approval of Todos for all lab equipment. The Reseller will contract with existing certified laboratories in Israel to obtain the blood samples data, subject to the approval by Todos of each such laboratory. 4.5 The Reseller shall be responsible for providing post-sale support services to Customers, and shall, on its own account, provide a trained and competent support team for the efficient support of the Products. The Reseller shall retain a medical doctor to assist with the provision of support services. 4.6 The Reseller shall run a fifty (50) patient pilot trial to evaluate the performance of the Laboratory and the Reseller's support team. 4.7 The Reseller shall follow Todos's protocols in dealing with or handling the Products, including the shipment of blood samples to the laboratory.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





4.8 The Reseller shall, in marketing, selling, and distributing the Products, not make any promises, representations, statements, warranties or guarantees on behalf of Todos or concerning the Products, except as are expressly authorized in writing by Todos. 4.9 The Reseller shall comply at all times with all applicable laws, rules, regulations, and industry standards relating to the storage, packaging, marketing, distribution, laboratory work, and sale of the Products in the Territory. 4.10 The Reseller shall appoint a relationship manager, who shall serve as the primary point of contact with Todos regarding all maters arising from the business relationship contemplated in this Agreement. Todos's relationship manager shall meet with Todo no less frequently than quarterly and provide a status report on the Reseller's commercialization efforts. In addition, the Reseller will promptly bring to the notice of Todos any information which it has or which it may receive in future which is likely to be of interest, benefit, or use to Todos in relation to both the marketing of the Products in the Territory and the future market requirements of Customers. 4.11 The Reseller shall provide Todos with feedback for a least one percent (1%) of the consumed tests, including providing the actual screening result (by a yearly base) of each test. 4.12 The Reseller shall not market, distribute, or sell any product that competes with Products, nor provide services to any direct competitor of Todos. 4.13 The Parties hereby declare and confirm their awareness to the fact that to the date of the signing of this Agreement, Todos has yet to sell a single Product and lacks any and all sales experience and/or knowledge of the matter. The Reseller shall act as a pioneer in the sales department and shall share with Todos all the sales experience and information it shall gather in order to help Todos' with its worldwide sales. 4.14 The Reseller shall be entitled to enter into agreements with its subsidiaries and affiliates to act as sub-distributors and/or selling agents of the Products in the Territory. 4.15 The Reseller herby declares its awareness that Todos has not yet acquired the required AMAR approval for distribution of the Products in the Territory nor FDA approval. 5. Ordering, Pricing, and Payment Procedures 5.1 Non-Binding Forecasts. On the first day of each calendar quarter, the Reseller will provide Todos with a non-binding rolling weekly forecast of the Reseller's estimated Product purchase requirements over the upcoming six months (the Forecasts). 5.2 Orders. From time to time as needed, the Reseller shall provide Todos with firm purchase orders for the Products. Each purchase order shall include the name and address of the Customer. All orders are subject to written acceptance by Todos, which acceptance shall be provided unless the order contains terms that differ from the terms set forth in this Agreement. 5.3 Product Price. The Reseller shall be entitled to purchase the Products from Todos for resale to Customers at a price between US$[ ] and US$[ ], with the actual price to be agreed upon by the Parties (the Product Price). At the end of each year this Agreement is in effect, the Parties will discuss each party's costs and whether to revise the Product Price. Todos shall provide the Reseller with Products for clinical trials at no charge.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





5.4 Lead Time. The lead time for each Lab Kit is three (3) months, and the lead time for each Physician Kit is one month, provided that Reseller's order for the Products does not deviate from the applicable Forecast by more than ten percent (10%). 5.5 Delivery. Todos shall ship ordered Products to the Reseller within ninety (90) days of Todos's acceptance of the applicable purchase order DAP Reseller's warehouse (Incoterms 2010), provided that Reseller's order for the Products does not deviate from the applicable Forecast by more than ten percent (10%). 5.6 Todos shall provide the Reseller with the screening results and analysis of each customer blood sample data sent to Todos within one business day of receiving the blood sample data. 5.7 Payment for Products. Todos shall invoice the Reseller for all sums due for Products ordered upon shipment of the ordered Products to the Reseller, and the Reseller shall pay such sums by no later than thirty (30) days from the date of shipment. All payments made to Todos shall be in New Israeli Shekels. 5.8 Taxes. Reseller shall be responsible for paying all sales, use, excise, and value-added taxes imposed on the sale or use of the Products. 6. Reporting and Audit Rights 6.1 Books and Records. During the term and for a period of three (3) years following the termination or expiration of this Agreement, the Reseller shall maintain complete books of accounts and records consistent with sound business and accounting principles and practices consistently applied. 6.2 Quarterly Reports. Within fifteen (15) days of the end of each quarter, the Reseller shall provide Todos with a written report of (a) the quantities of Products distributed, sold, or otherwise transferred; the prices at which the Products were sold; and payments received therefore; and (b) the identity and location of all Customers to whom Products were sold, during the preceding quarter (each a Quarterly Report). 6.3 Audits. Todos shall have the right to have an inspection and audit of all the relevant accounting and sales books and records of Reseller conducted by an independent auditor reasonably acceptable to both parties. Any such audit shall be upon five (5) days prior written notice and shall be conducted during normal business hours. If any such audit should disclose any material error in the Quarterly Reports or any resale of the Products by Reseller in contravention of the terms of this Agreement, in addition to any other remedies to which Todos shall be entitled, Reseller shall promptly reimburse Todos for the reasonable cost of the audit. 6.4 On-Site Inspections. Todos shall have the right to conduct periodic on-site inspections to ensure the quality control of the cancer screening processes and the Reseller's compliance with Todos's protocols.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





6.5 Medical Device Reporting. The Reseller shall provide Todos with reports of any adverse events and product problems in accordance with the Mandatory Medical Device Reporting regulations of 21 CFR 803. 7. Warranties 7.1 Performance Warranty. Todos warrants that for a period of one (1) year from the date of delivery of each Product to the Reseller, the Product, except for those components that have a shorter expiration date as set forth on Exhibit A, shall perform substantially in accordance with the Product's documentation and specifications, and shall be free from all defects in materials, manufacture, and workmanship. Todos shall correct or repair any reported non-conformity or defect, or replace the non-conforming Product with a Product that conforms to this warranty. 7.2 Non-Infringement. Todos represents and warrants to the Reseller that Todos has full right to produce and sell the Products as contemplated by this Agreement, and that the Reseller's exercise of the resale rights granted herein will not violate any copyright, patent, or other proprietary right of any third party. 7.3 EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, TODOS DISCLAIMS ANY AND ALL WARRANTIES, INLCUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE PRODUCTS, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY TODOS. 8. Insurance. Each party shall carry appropriate and commercially reasonable amounts of insurance adequate for the activities detailed in this Agreement, as well as sufficient levels of all legally mandated insurance, if any. 9. Intellectual Property 9.1 Reseller acknowledges and agrees that any and all proprietary rights, trade secrets, trademarks, trade names, copyrights, patents, know-how, and other intellectual property rights used or embodied in, related to, or associated with the Products, including all developments, modifications, enhancements, improvements, and derivative works thereof, and all documentation with respect thereto, are and shall remain the sole and exclusive property of Todos or its licensors. 9.2 Subject to the terms and conditions of this Agreement, Todos hereby grants Reseller a limited license to use the Todos name and Todos's trademarks, trade names, service marks, logos and related symbols (the Todos Marks) in the performance of its activities hereunder and in the marketing of the Products in the Territory. The Reseller's use of the Todos Marks shall be subject to Todos's prior approval. The Reseller will use Todos's designated trademarks, trade names, and intellectual property related notices on or in all marketing materials and packaging, and the Reseller shall market and sell the Products under the Todos brand name. The Reseller will not register or take other action with respect to any Todos Mark used anywhere in the world by Todos, except to the extent authorized in writing by Todos in advance.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





9.3 Reseller shall immediately bring to the attention of Todos any improper or wrongful use of Todos's trademarks or other intellectual or commercial property rights which come to the notice of Reseller, and will, in the performance of its duties hereunder, use every effort to safeguard the property rights and interests of Todos, and will, at the request and cost of Todos, take all steps required by Todos to defend such rights. 9.4 Reseller acknowledges that it does not have and that it will not obtain any proprietary interest in the Todos Marks and agrees not to use the same in any other manner and to discontinue all use thereof immediately upon termination of the Agreement. 10. Confidentiality 10.1 Any technical, scientific, design, or commercial information transferred by one Party to the other under this Agreement which is identified as confidential or which may reasonably be deemed to be confidential, shall be considered confidential and shall be maintained in confidence by the receiving party. In addition, each party shall comply with all applicable health care privacy rules and regulations and maintain the confidentiality of all health care and patient information. 10.2 The receiving party shall maintain in confidence and protect the secrecy of all confidential information of the other Party, and agrees that it shall not disclose, transfer, use in an unauthorized manner, copy, or allow access to any such confidential information to any employees, agents, or third parties, except for those who have a need to know such confidential information to fulfill the purposes of this Agreement, and who are bound by contractual obligations of confidentiality and limitation of use sufficient to give effect to this Section 10. In no event shall the receiving party disclose any of the other Party's confidential information to any competitor of the disclosing party. 10.3 The receiving party shall use the same degree of care to avoid publication, unauthorized disclosure, and unauthorized use of such confidential information as it applies with respect to its own confidential information (but no less than reasonable care), and shall take all reasonable care to ensure that such confidential information is not disclosed to third parties, except insofar as: (a) such confidential information is made public by the disclosing party; (b) such confidential information is in the public domain otherwise than as a consequence of a breach of the obligations herein undertaken; or (c) such confidential information was previously and demonstrably known to the receiving party, or was subsequently independently developed. 10.4 The terms of this Agreement shall be deemed to be confidential information. Each party undertakes that it will not make any announcement or issue any circular or other publicity relating to the existence or subject matter of this Agreement, the terms of this Agreement, or the transactions contemplated hereby, without the prior written approval of the other party as to such announcement's/circular's/publicity's content, form, and manner of publication.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





10.5 Each party acknowledges that the unauthorized use, commercialization or disclosure of the other party's confidential information would cause irreparable harm to such other party. The parties acknowledge that remedies at law may be inadequate to redress the actual or threatened unauthorized use, commercialization, or disclosure of such confidential information and that the foregoing restrictions may be enforced by temporary and permanent injunctive relief without necessity of posting bond. In addition, any award of injunctive relief shall include recovery of associated costs and expenses (including reasonable attorneys' fees). 10.6 The provisions of this Section 10 shall survive the expiration or termination of this Agreement. 11. Term and Termination 11.1 This Agreement shall be effective as of the Effective Date and shall continue in effect for a period of five (5) years from the Reseller's first purchase order for Product issued to Todos (the Initial Term), unless terminated earlier by one of the parties in accordance with the terms of this Section 11. Upon completion of the Initial Term, provided that the Reseller has achieved the Annual Milestones, the term of the Agreement shall be automatically renewed for an additional five (5) years. Thereafter, at the end of each renewal term, the Agreement shall renew for an additional two (2) years unless one party provides the other party with prior written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. 11.2 Notwithstanding anything to the contrary, a party may terminate this Agreement upon the occurrence of any of the following events, and such party shall not be liable to the other party for the proper exercise of such right: (a) The other party materially breaches this Agreement and continues in such breach for thirty (30) days after the non-breaching party has given written notice thereof to the other party; or (b) For a period of ninety (90) consecutive days, the other party is declared to be insolvent or is the subject of bankruptcy or liquidation proceedings, whether compulsory or voluntary, or has a receiver, judicial administrator or similar officer appointed over all or any material part of its assets, or any security holder or encumbrance lawfully takes possession of any property of or in possession of the other party, or if the other party ceases to carry on its business. 12. Limitation of Liability 12.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





12.2 Except with regard to a breach of confidentiality, a party's indemnification obligations hereunder, or infringement of intellectual property rights, either party's total liability to the other party under this Agreement shall be limited to the amounts paid or payable by the Reseller to Todos during the twelve-month period preceding the interposition of the claim. 13. Indemnification 13.1 Todos's Duty to Indemnify. Todos shall defend against any claim or lawsuit by a third party (a Claim) against Reseller to the extent such Claim alleges that the Products infringe any patent, copyright, or trademark or misappropriate a trade secret of a third party, and will indemnify Reseller against all costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) (Damages) awarded against Reseller by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Todos, arising out of such Claim. Todos shall have no indemnification obligation or other liability for any Claim of infringement arising from (a) use of the Products other than in accordance with this Agreement; (b) modification of the Products or the combination of the Products with any other products, services, or materials if the Products would not be infringing without such modification or combination; or (c) any third party products, services, or materials. If Reseller's use of the Products under the terms of this Agreement is enjoined or Todos determines that such use may be enjoined, then Todos may, at its sole option and expense, either (i) procure for Reseller a license to continue using the Products in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Products to avoid the infringement; or (iii) terminate this Agreement. 13.2 Reseller's Duty to Indemnify. Reseller agrees to defend any Claim against Todos (i) that the Reseller's actions infringe any third party patent, or copyright, or any other proprietary right; or (ii) arising out of any act or omission by Reseller relating to the Products. Reseller will indemnify Todos (and its directors, employees and agents) against all Damages awarded against Todos or agreed to in a written settlement agreement signed by Reseller arising out of such Claim. 13.3 General Indemnity. Each party shall defend and indemnify the other party and its employees, officers, directors and agents against all Damages for Claims for bodily injury, death, or damage to real property or tangible physical equipment, proximately caused by the indemnifying Party in the course of performing this Agreement. 13.4 Conditions to Indemnification. The obligations set forth in this Section 13 shall apply only if (i) the indemnified Party promptly notifies the indemnifying Party in writing of a claim upon learning of or receiving the same; (ii) the indemnified Party provides the indemnifying Party with reasonable assistance requested by the indemnifying Party, at the indemnifying Party's expense, for the defense and settlement, if applicable, of any claim; and (iii) the indemnified Party provides the indemnifying Party with the exclusive right to control and the authority to settle any claim. 13.5 Sole and Exclusive Remedies. THE RIGHTS AND OBLIGATIONS IN THIS SECTION 13 ARE THE INDEMNIFYING PARTY'S SOLE AND EXCLUSIVE OBLIGATIONS, AND THE INDEMNIFIED PARTY'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY SUCH CLAIMS.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





14. Relationship of the Parties The parties to this Agreement are independent contractors. No relationship of principal to agent, master to servant, employer to employee, or franchisor to franchisee is established hereby between the parties. Neither party has the authority to bind the other or incur any obligation on the other's behalf. Any agreement for the sale of Products negotiated or executed between the Reseller and a Customer shall be binding upon the Reseller alone. The Reseller is not authorized to, and shall not, enter into any contracts nor make any other commitments on behalf of or in the name of Todos, unless expressly authorized in writing to do so by Todos. Reseller shall not incur any liabilities, obligations, or commitments on behalf of Todos. 15. Miscellaneous 15.1 Entire Agreement. This Agreement, including its exhibits, constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior or contemporaneous statements, representations, discussions, negotiations, and agreements, both oral and written. 15.2 Amendments or Waiver. This Agreement may not be amended or modified except in a writing signed by authorized officers of both parties. No order, invoice, or similar document will modify the terms of this Agreement even if accepted by the receiving party. 15.3 Severability. In the event that any one or more of the provisions of this Agreement shall be found to be illegal or unenforceable, this Agreement shall nevertheless remain in full force and effect, and such term or provision shall be deemed severed unless such severance defeats the purpose of this Agreement or results in substantial injustice to one of the parties. 15.4 No Waiver. Neither of the party's rights to enforce provisions of this Agreement shall be affected by any prior course of dealing, waiver, delay, omission, or forbearance. 15.5 Assignment. This Agreement and the rights granted hereunder shall not be assigned, encumbered by security interest or otherwise transferred by the Reseller without the prior written consent of Todos, except for the assignment or transfer of rights to a subsidiary company or an affiliated company. 15.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, and the courts of Tel-Aviv, Israel 15.7 Arbitration. Any dispute, controversy, or claim relating to, connected with, or arising out of this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Law, before a single arbitrator to agreed upon by both parties and in lack of such agreement as to the identity of the arbitrator, each side shall be eligible, within 7 days of any notice given by any party to the other, to request that the head of the Tel-Aviv Bar Association appoint said arbitrator. [Remainder of Page Left Blank]

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. Todos Medical Ltd. Care G. B. Plus Ltd. /s/ Herman Weiss /s/ Assaf Gold Name: Herman Weiss Name: Assaf Gold Title: CEO Title: Manager Date: 20/12/2018 Date: 20/12/2018 Lists of Exhibits: Exhibit A: The Products Exhibit B: The Laboratory Exhibit C: Commercialization Timetable

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





EXHIBIT A THE PRODUCTS Each unit of Product consists of one Physician Kit and one Laboratory Kit. TM-B1 breast cancer screening test and TB-B2 breast cancer diagnostic test General Information: Physician Kit: Laboratory Kit: The Laboratory Kit consists of the Isolation Kit and the Analysis Kit. Isolation Kit: Item 7 (page 8) in the Isolation Kit are items that are not provided with the kit and the Reseller is responsible to purchase these items. Analysis Kit: Item 7 (page 8) in the Analysis Kit are the items that are not provided with the kit and the Reseller is responsible to purchase these items. Components with an expiration date: [please insert]

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





EXHIBIT B THE LABORATORY [please insert description of the laboratory and its components]

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019





EXHIBIT C COMMERCIALIZATION TIMETABLE Milestone Target Date Todos to obtain AMAR approval Q3 2019 Reseller to set-up a diagnostic Laboratory (internal or external) that complies with the requirements in the TM-B2 Isolation Kit Instruction for Use. Q3 2019 Reseller to commence 30-50 Women Pilot Trial.  Isolation at Reseller's lab, and FTIR analysis at Todos's facility. Q3 2019 Reseller to commence commercial sales. Q4 2019 Todos to provide kits and computer analysis of files. Q4 2019 14

Source: TODOS MEDICAL LTD., 20-F, 3/28/2019 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

SOLUTION: 16189

PROBLEM: Exhibit 10.1

FORM OF SUB-RESELLER AGREEMENT

Signature Page

Reseller Full Legal Name Salesforce.org, a nonprofit public benefit corporation having its principal place of business at 50 Fremont Street, Suite 300, San Francisco, California 94105

This Form of Sub-Reseller Agreement (this Sub-Reseller Agreement) is made and entered in by and between salesforce.com, inc., a Delaware corporation having its principal place of business at The Landmark @ One Market, Suite 300, San Francisco, California 94105 (SFDC or Salesforce) and the Reseller named above and amends that certain Reseller Agreement between Salesforce and Reseller dated as of August 1, 2015, as previously amended (the Agreement). This Sub-Reseller Agreement is effective as of the later of the dates beneath the Parties' signatures below (Sub-Reseller Effective Date), provided, however, that the dates of the Parties' signatures are not separated by a period of time greater than ten (10) business days. If such period is greater than ten (10) business days then this Sub-Reseller Agreement shall be deemed null and void and to be of no effect. Capitalized terms not defined herein shall have the meanings given to them in the Agreement.

The Parties, by their respective authorized signatories, have duly executed this Sub-Reseller Agreement as of the Sub-Reseller Effective Date.

Salesforce.com, Inc. Reseller

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

Source: SALESFORCE.COM, INC., 10-Q, 11/22/2017





Exhibit 10.1

Sub-Reseller Agreement Terms & Conditions

1. Resale Rights. SFDC hereby appoints SUB-RESELLER (Sub-Reseller) as a sub-reseller to whom Reseller may resell Services in accordance with Section 2(ii) of the Agreement, provided that Sub-Reseller may only resell such Services to Customer. Reseller must ensure that Sub-Reseller complies with the terms of the Agreement applicable to Reseller as if Sub- Reseller were an original party to the Agreement and any breach by Sub-Reseller of the Agreement will be deemed a breach by Reseller. Sub-Reseller is not be a third-party beneficiary of the Agreement.

2. Effect of Sub-Reseller Agreement. Subject to the above modifications, the Agreement remains in full force and effect.

3. Entire Agreement. The terms and conditions herein contained constitute the entire agreement between the Parties with respect to the subject matter of this Sub-Reseller Agreement and supersede any previous and contemporaneous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof.

4. Counterparts. This Sub-Reseller Agreement may be executed in one or more counterparts, including facsimiles or scanned copies sent via email or otherwise, each of which will be deemed to be a duplicate original, but all of which, taken together, will be deemed to constitute a single instrument.

Source: SALESFORCE.COM, INC., 10-Q, 11/22/2017 
Question: Highlight the parts (if any) of this contract related to Effective Date that should be reviewed by a lawyer. Details: The date when the contract is effective

SOLUTION: 708

PROBLEM: * Confidential treatment has been requested for certain portions of this   exhibit. Omitted portions have been filed separately with the Commission.

                              SPONSORSHIP AGREEMENT

         This Sponsorship Agreement (Agreement) is entered into as of December 18, 1998, by and between Ford Motor Media, a division of J. Walter Thompson (FMM) with offices at 300 Renaissance Center, Detroit, Michigan 48243 and iVillage, Inc., (iVillage) with offices at 170 Fifth Avenue, New York, New York 10010. FMM and iVillage may be referred to generically as a Party, or collectively as Parties.

         WHEREAS, iVillage operates a site on the World Wide Web and America Online (the Network), which contains channels including Parent Soup, ParentsPlace, Better Health and Armchair Millionaire as well as career, fitness & beauty, relationships, work from home, travel, money and food channels.

         WHEREAS, FMM seeks to promote the sale of its automotive products across the Network.

         NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, iVillage and FMM hereby agree as follows:

1.       Term and Termination.

         A. Term. The initial production period shall be for a period of two (2) months to commence on November 4, 1998 (the Production Period), and the remaining term of this Agreement shall be for a period of twenty four (24) months to commence on the tentative launch date of January 4, 1999, unless terminated earlier as provided herein (the Promotion Period), (The Production Period and the Promotion Period shall be collectively referred to as the Initial Term). The Parties agree that prior to July 1, 2000, iVillage will provide FMM with the opportunity to renew this Agreement (the Renewal Term) on terms set forth in a proposal (the Proposal) to be presented to FMM. FMM shall indicate its acceptance or rejection of the Proposal no later than August 31, 2000. If iVillage does not receive FMM's acceptance or rejection of the Proposal by August 31, 2000, iVillage may interpret FMM's non response as a rejection of the Proposal. The Proposal shall include maximum payment fees by FMM with respect to the Renewal Term.

         B. Termination. In the event of a material breach by either Party of any term of this Agreement, the non-breaching Party may terminate this Agreement by written notice to the breaching Party if the breaching Party fails to cure such material breach within thirty (30) days of receipt of written notice thereof. In addition, either Party may terminate this Agreement effective upon written notice stating its intention to terminate in the event the other Party (i) ceases to function as a going concern or to conduct operations in the normal course of business, or (ii) has a petition filed by or against it under any state or federal bankruptcy or insolvency law which petition has not been dismissed or set aside within sixty (60) days of its filing. In addition to the foregoing, if on or after January 31, 2000, either Party determines, based upon reasonable and mutually agreed upon measurable standards, that (x) the other Party has materially underperformed its obligations pursuant to this Agreement or (y) the expectations of such Party have been materially unfulfilled, such Party may terminate this Agreement upon ninety (90) days written notice to the other Party. Additionally, in the event of a prolonged and/or substantial

strike which materially and adversely affects Ford's ability to produce and sell cars, the Parties will work together in good faith to amend or terminate this Agreement.

2.       Promotion.

         A. During the Production Period, iVillage will design, develop, construct and host a Ford bridge site (the Bridge Site) which shall include approximately [*] pages of content and other interactive material such as a travel planner or a car design feature. During the Promotion Period, iVillage will continue to host, maintain and update the Bridge Site. Upon receipt from iVillage of the proposed Bridge Site design and content, FMM shall have no more than five (5) business days in which to provide iVillage with its acceptance or rejection of the design and content. If iVillage does not receive FMM's acceptance or rejection of such within the allotted time, iVillage shall deem FMM's silence as acceptance. The Parties shall work together to determine the content mix and delivery deadlines in order to maximize the effectiveness of the sponsorship campaign.

         B. During the Initial Term, iVillage will design, create and deliver [*] Ford-branded advertising units. The advertising units shall be subject to FMM's final approval. iVillage will deliver approximately [*] new advertising units each during the Promotion Period. For purposes of this Agreement, an advertising unit can include but shall not be limited to banners in the form of rich media, java-based, animated, daughter and/or pull-down banners, or a combination of appropriate technologies, and which shall represent and be defined by industry standards.

         C.

                  (i) During the Promotion Period, iVillage will deliver a





         minimum of [*] advertising impressions, in an equal proportion each          month. Subject to reasonable written notice to iVillage, FMM may          request a reasonable reallocation of impressions as determined by FMM.          The advertising units of Ford Division and other Ford Motor Company          entities shall be served by a third party advertisement server, which          shall be compliant with Net gravity, or Doubleclick or other compatible          technology.

                  (ii) During the Promotion Period, iVillage traffic shall be          audited by a third party traffic auditor listed on Exhibit A and          iVillage shall provide FMM with relevant reports on a biweekly basis.          iVillage will provide ongoing marketing, creative, technical and          editorial consultation to FMM.

                  (iii) In the event that iVillage fails to deliver the          advertising impressions during the Promotion Period, FMM shall have the          option of either (a) extending the Initial Term of this Agreement for          an additional three (3) month period to make good the undelivered          impressions or (b) requiring iVillage to refund to FMM an amount equal          to [*] for each [*] impressions which were not delivered.

                  (iv) However, if iVillage falls to deliver the advertising          impressions during the Promotion Period and FMM desires that iVillage          make good the undelivered impressions and extend the Initial Term          pursuant to option (a) set forth in Section 2.C.(iii), if the Parties          have decided not to renew the Initial Term and iVillage desires to          enter into an agreement with an entity whose business(es) would pose a          conflict to FMM                                         2

         or Ford Motor Credit, then iVillage, at iVillage's option, may refund          the remaining impression deficiency to FMM, and immediately upon          pavement of such, the make good obligation shall terminate.

         D. During the Initial Term, iVillage will design and administer, (i) a minimum of [*] online conferences which shall include live chats and the archiving of conference transcripts (dates of such conferences shall be determined by FMM and shall occur approximately once every two months, but not earlier than March 1, 1999 and FMM shall provide iVillage with not less than forty five (45) days advance notice of any conference); (ii) a minimum of [*] online polls; (iii) a minimum of [*] sixty-second surveys; (iv) a minimum of [*] online focus groups; and (v) a minimum of [*] customized turn-key Network sweepstakes (iVillage shall be responsible for all aspects of the sweepstakes other than the prize(s) which shall be provided by Ford Motor Company (FMC)). FMM and FMC's respective advertising agencies shall be free to provide input with respect to the aforementioned promotional efforts set forth in this section and shall have the opportunity to reasonably approve such efforts.

         E. During the Initial Term, iVillage will develop and administer [*] message boards pertaining to topics mutually determined by the Parties. The first message board shall be live on or about January 4, 1999, or in conjunction with the launch of the Bridge Site.

         F. During the Promotional Period, iVillage will place special Ford-branded text links, newsletter mentions, hotlinks and taglines throughout the Network. FMC shall have prior approval over all iVillage uses of any, Ford Mark, as defined below. In the event that any of the Ford-branded links and/or mentions set forth in this Section 2.F. are, in FMC's reasonable judgment, materially injurious to FMC. FMC shall provide written notice of such offense to iVillage. iVillage shall then have one (1) business day in which to cure said offense.

3.       Reporting. During the Promotion Period, iVillage agrees to provide FMM with biweekly reports in connection with the promotional obligations set forth in this Agreement in addition to semi-annual executive reviews with iVillage management. All traffic reports shall be audited by the third party traffic auditor selected pursuant to Section 2.C.(ii). iVillage shall also provide, on a timely basis, impression tracking reports from a third party tracking system, confirming guaranteed impression delivery.

4.       Exclusivity. For the Initial Term of this Agreement, iVillage agrees that Ford shall be the exclusive automobile manufacturer sponsor and advertiser throughout the Network, with respect to entities whose primary business is that of an automotive manufacturer and/or retailer. For purposes of this Agreement, the term retailer shall refer to an entity which sells new and/or used vehicles. In addition, in the event that iVillage desires to form a sponsorship relationship with an automobile rental company during the term of this Agreement, iVillage shall notify Hertz and provide Hertz with an opportunity to enter into such a relationship with iVillage, on not less favorable terms than those offered to any other automobile rental company. Once presented with an opportunity, Hertz shall have five (5) business days in which to accept or reject such terms. If iVillage does not receive Hertz's acceptance or rejection of such within the allotted time, iVillage shall deem Hertz's silence as rejection. The terms of any such relationship shall be mutually determined by the Parties. Notwithstanding the foregoing, FMC shall, on a non-exclusive basis,

                                       3

be permitted to offer Ford Motor Credit car financing products related to the purchase of Ford vehicles.

5.       Fee.





         A. FMC agrees to pay iVillage, upon signing of this Agreement, an upfront, non-refundable, non-recoupable production and set up fee in the amount of [*]. In addition, FMM shall pay iVillage [*] in equal quarterly payments of [*] each, within ten (10) days after the end of each calendar quarter during 1999.

         B. In addition, FMM agrees to pay iVillage, [*] in equal quarterly payments of [*] each, within ten (10) days after the end of each calendar quarter during the year 2000.

6.       Representations and Warranties. Each Party hereby represents and warrants that: (a) it is a corporation duly organized and validly existing and in good standing under the laws of the state of incorporation; (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (c) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement, and (d) the services to be rendered and the materials provided by each Party under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.

7.       Proprietary Rights. Upon execution and delivery of this Agreement, iVillage assigns to FMC all right, title and interest in and to the content, design and intellectual property, rights created specifically for and unique to the Bridge Site, advertising units, and other promotional elements set forth in this Agreement (collectively, the Materials). Notwithstanding the foregoing, iVillage expressly retains all right, title and interest in and to the programs and software that are used in connection with the creation and operation of, but are not created specifically, for and unique to the Materials (the iVillage Proprietary Materials). FMC acknowledges and agrees that the iVillage Proprietary Materials are used by iVillage in creating and developing Web sites for itself and other parties. FMC further acknowledges and agrees that iVillage will be using certain licensed programs and software owned by third parties for portions of the development and creation of the Materials and that FMC will not acquire any right in or to those copyrighted materials. iVillage agrees to execute any and all necessary further documents that FMC may reasonably request to fully vest the intellectual property rights related to the Materials in FMC and, if requested, to reasonable assist FMC in registering such rights in the name of FMC.

8.       Publicity. iVillage, FMC and FMM agree to collaborate on a joint press release (Press Release) to include information regarding the subject matter of this Agreement and quotes from iVillage, FMC and FMM sources. The distribution list shall be approved by both Parties no less than five (5) business days prior to the release date. The Press Release and any quotes from either Party's sources must be approved by the other Party's public relations department, which also must be made aware of any pre-briefings with outside parties at least five (5) days in advance of any pre-briefing. In addition, the iVillage and FMM public relations department, FMC and FMM must be informed, no less than five (5) days before the release date, of any third party who expresses interest in the Press Release.

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9.       Licenses. FMM grants to iVillage, during the Initial Term of this Agreement, a royalty-free, non-exclusive, worldwide license to use, reproduce and display Ford's tradenames, trademarks, service marks and logos (collectively, the Marks) in connection with this Agreement. No right, title, license, or interest in any Marks owned by Ford or any of its affiliates is intended to be given to or acquired by iVillage by the execution of or the performance of this Agreement. iVillage shall not use the Marks for any purpose or activity except as expressly authorized or contemplated herein;

10.      Confidentiality. Except as expressly set forth herein, iVillage and FMM shall maintain in confidence the terms of this Agreement. It is expected that, pursuant to discussions to date and to this Agreement, the Parties may disclose to one another certain information (Confidential Information), as defined herein, which is considered by the disclosing Party to be proprietary or confidential information. Confidential Information is defined as any, information, communication or data, in any form, including, but not limited to oral, written, graphic or electromagnetic forms, models or samples, which the disclosing Party desires to protect against unrestricted disclosure or use, including without limitation, business information, financial data and marketing data. All Confidential Information shall remain the sole property, of the disclosing Party and its confidentiality shall be maintained and protected by the receiving Party with the same degree of care as the receiving Party uses for its own confidential and proprietary information and the receiving Party shall not disclose such Confidential Information to any third party. The restrictions of the use or disclosure of any Confidential Information shall not apply to any Confidential Information: (i) after it has become generally available to the public without breach of this Agreement by the receiving Party; (ii) is rightfully in the receiving Party's possession prior to disclosure to it by the disclosing Party; (iii) is independently developed by the receiving Party; (iv) is rightfully received by the receiving Party from a third party, without a duty of confidentiality; or (v) is required to be disclosed under operation of law.

11.      LIMITATION OF LIABILITY. NEITHER PARTY SHALL HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH.

         EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY





IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES AFJSING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

12.      Indemnification.

         A. iVillage agrees to indemnify, defend and hold harmless FMM and its client Ford Motor Company and their respective parents, subsidiaries, affiliates, successors and assigns from any and all third party losses, liabilities, damages, actions, claims, expenses and costs (including reasonable attorneys' fees) which result or arise out of or in connection with the breach of this

                                       5

Agreement by iVillage or which result or arise out of or in connection with any material supplied by iVillage pursuant to this Agreement.

         B. FMM agrees to indemnify, defend and hold harmless iVillage and its parent, subsidiaries, affiliates, successors and assigns from any and all third party, losses, liabilities, damages, actions, claims, expenses and costs (including reasonable attorneys' fees) which result or arise out of or in connection with the breach of this Agreement by FMM or which result or arise out of or in connection with any material supplied by FMM or its client Ford Motor Company pursuant to this Agreement.

13.      General Provisions.

         A. Relationship of the Parties. Nothing contained herein shall imply any partnership, joint venture or agency relationship between the Parties and neither Party shall have the power to obligate or bind the other in any manner whatsoever, except to the extent herein provided.

         B. Severability. If any provision of this Agreement shall be declared by any court of competent Jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect.

         C. Counterparts. This Agreement may be executed in any number of  counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

         D. Notices. All notices, requests, demands, payments and other  communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, telecopied or sent by nationally recognized overnight carrier, or mailed by certified mail, postage prepaid, return receipt requested, as follows:

         If to FMM:

                             Ford Motor Media                              500 Woodward Avenue                              Detroit, Michigan 48226-3428                              Attention:  Carol Wright                              Tel: (313) 964-2954                              Fax: (313) 964-2315

         If to iVillage:

                             iVillage, Inc.                              170 Fifth Avenue                              New York, New York 10010                              Attention: Vice President Business/Legal Affairs                              Tel: (212) 206-3106                              Fax: (212) 604-9133

                                       6

E.      Force Majeur. Except as otherwise expressly provided in this Agreement, neither Party shall be liable for any breach of this Agreement for any delay or failure of performance resulting from any cause beyond such Party's reasonable control, including but not limited to the weather, strikes or labor disputes (other than as set forth in Section 1.B), war, terrorist acts, riots or civil disturbances, government regulations, acts of civil or military authorities, or acts of God provided the Party affected takes all reasonably necessary steps to resume full performance. In the event that the Network or the Bridge Site are unavailable for a substantial period of time due an event of force majeur or otherwise, iVillage agrees to use commercially reasonable efforts to make good any impressions lost as a result of such circumstance.

F.       Entire Agreement. This Agreement (i) constitutes the binding agreement between the Parties, (ii) represents the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter contained herein and (iii) may not be modified or amended except in writing signed by the Parties.

G.       Survival. The following sections shall survive any termination or expiration of this Agreement: 6, 7, 10, 11, 12 and 13.

H.       Governing Law. Agreement shall be governed by, and construed in accordance with the laws of the State of New York without regard to the conflicts of laws principles thereof.





I.       Assignment. Neither Party shall sell, transfer or assign this Agreement or the rights or obligations hereunder, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, upon prior written notice by Ford Motor Company to iVillage, this Agreement may be assigned by FMM to another advertising agency, and in such event, FMM will be released from all financial and other obligations under this Agreement.

J.       Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only.

         IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first above written.

                                       7

FOR FORD CENTRAL MEDIA FOR iVILLAGE, INC.

 /s/ Mark A. Kaline                      /s/ Steven Elkes - --------------------------------------  --------------------------------------- (Name)                                  (Name

Media Manager                           Vice President Business/]Legal Affairs - --------------------------------------  --------------------------------------- (Title)                                 (Title)

     1/12/99                                 12/18/98 - --------------------------------------  --------------------------------------- (Date)                                  (Date)

 /s/ Mark A. Kaline                      /s/ Steven Elkes - --------------------------------------  --------------------------------------- (Signature)                             (Signature)

                                       8

                                    EXHIBIT A                                     ---------

                          Third Party Traffic Auditors

         ABC          I/PRO          PWC          DoubleClick

                                       9 
Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?

SOLUTION:
4059