[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDED AND RESTATED CONSULTING AGREEMENT
This Amended and Restated Consulting Agreement (this "Agreement") is entered into by and between Hadasit Medical Research Services and Development Ltd., a company duly incorporated under the laws of Israel ("Hadasit"), [ * ] (the "Scientist") and Cell Cure Neurosciences Ltd., a corporation organized under the laws of Israel (the “Company”), as from the Effective Date (defined below).
WHEREAS, Hadasit is a wholly owned subsidiary of Hadassah Medical Organization (“HMO”) and is authorized to enter into this Agreement and to procure that the Scientist will utilize HMO’s facilities and agents for purposes of this Agreement; and
WHEREAS, the Scientist is an employee of HMO; and
WHEREAS, the parties (together with [ * ]) entered into the Consulting Agreement dated [ * ] (the "Previous Consulting Agreement”), whereby the Company received from Hadasit certain consulting services, that were provided through the Scientist, solely in respect of the development of the Company’s OpRegen™ product (“OpRegen”) pursuant to the Product Development Agreement which was entered into between the Company and Hadasit as of August 30, 2009 (the “Previous Product Development Agreement”), under the terms and conditions thereof; and
WHEREAS, the Company wishes to continue to receive certain consulting services from the Scientist, in respect to both the development of OpRegen, and any Additional Projects which the Company may engage in from time to time (as defined herein) (collectively, the "Work") under the terms and conditions set forth below.
NOW THEREFORE, the parties agree as follows:
Pursuant to the terms and conditions of this Agreement, during the term of this Agreement the Scientist shall be appointed as a consultant to the Company and shall continue to act as the Company’s [ * ].
The Scientist shall report directly to the [ * ] of the Company (the “[ * ]”) and perform the Work in accordance with his directives.
During the term of this Agreement, and as reasonably requested by the Company, the Scientist shall, [ * ].
The Scientist shall exercise skill, care and diligence in the performance of the Work. The Scientist undertakes to comply with all applicable laws, rules, regulations and ethical rules in the performance of the Work under this Agreement. The provisions of this Section 4 shall not be deemed to derogate from any undertakings or obligations of Hadasit towards the Company under any other relevant agreements between the Company and Hadasit, as may be in force from time to time.
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.