[ * ] = 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.
PRODUCT DEVELOPMENT AGREEMENT
This Product Development Agreement (the "Agreement") is entered into on 15 June 2017 (the “Execution Date”) and deemed effective as of June 15, 2016 (the "Effective Date") by and between (i) HADASIT MEDICAL RESEARCH SERVICES AND DEVELOPMENT LIMITED, a company duly incorporated under the laws of Israel, with its registered address at P.O.Box 12000, Jerusalem 91120, (“Hadasit”), and (ii) CELL CURE NEUROSCIENCES LTD., a corporation organized under the laws of the State of Israel, with its registered office located at Jerusalem BioPark, Hadassah University Hospital, Ein Kerem, Jerusalem (hereinafter: the “Company”) (each a "Party" and collectively, the "Parties").
WHEREAS, Hadasit and the Company have entered into a Second Amended and Restated License Agreement dated 15 June 2017 (the "License Agreement") and to which this Agreement is attached, pursuant to which the Company has been granted a license from Hadasit to certain Licensed Technology in the Field (as both terms are defined therein); and
WHEREAS, the Parties are parties to a Product Development Agreement dated on or around August 30, 2009 (the “Existing Product Development Agreement”);
WHEREAS, the Parties wish to enter into this Agreement, to replace the Existing Product Development Agreement and to govern the conduct of the Current Development Program referred to in the License Agreement, as from the Effective Date.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the Parties hereby agree as follows:
NOW THEREFORE, the Parties agree as follows:
All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.
During the Term (as defined below) Hadasit, [ * ] and the members of the HMO Team (as defined below) shall use their commercially reasonable efforts and professionally and diligently perform the work specified in the Work Plan which is attached hereto as Schedule A (the "Work") in accordance with the Budget (defined below), which shall not exceed [ * ] per year (including overheads). The Parties acknowledge that the HMO Team has performed a portion of the Work under the Work Plan between the Effective Date and the Execution Date, and such work shall be deemed to have been performed pursuant to this Agreement for all intents and purposes.
[ * ] = 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.