Common use of Completion of the Project Clause in Contracts

Completion of the Project. Upon completion of the Development Period, the Parties shall act as follows: a) The Company shall pay the Chief Scientist royalties derived from the consideration received from sales of the product and/or know-how developed by the Company, until the full repayment of the real value of the sum paid by the Chief Scientist in respect of the Project, such royalties to be paid in terms of the Chief Scientist's instructions. The Parties declare that they know that as at the date hereof the Chief Scientist's regulations in respect of royalties, provide for the Company to pay the Chief Scientist and/or the Foundation for transfer to the Chief Scientist, royalties at the rate of 3% of the total annual sales of the Company in respect of the Project during the first three years; 4% for the following three years and 5% for the seventh year until the full repayment of all monies received from the Chief Scientist according to their real value - such monies to be repaid shall be linked to the U.S. dollar in this respect. The above directives may be changed from time to time by the Chief Scientist. In regard to the above, sales shall be deemed to be and shall include all income derived from products of the Project and/or that have been developed, or relating to their sale and/or the sale of any rights thereto, including the obligation to provide services, all the above subject to the Chief Scientist's directives. b) Without detracting from its obligations as set out in clause (a) above, the Company and/or its shareholders, according to the circumstances, shall pay the Chief Scientist or the Foundation for transfer, to the Chief Scientist, 25% of the value received for the sale of shares to a non-shareholder, and which value has not been invested in the Company within three months of such sale. Such repayment shall be limited to the aforesaid true value of the amount financed by the Chief Scientist. c) The Company, with the Initiator's assistance, shall file a bi-annual report with the Foundation approved by a Certified Accountant in relation to the sales of the Company as set out above, until such time as all the royalties have been paid in terms of clause (a) above. d) All the books of account and documents relating to the Project of the Company and/or Project shall be open to the inspection of the Foundation until the final payment as set out in clause (a) above. e) Upon completion of the final payment aforesaid, the liens shall be cancelled. f) The Company and its employees shall vacate the Foundations premises occupied by it. g) The Company shall present final financial and technical reports in respect of the project within three months of the termination of the Development Period. h) The Foundation shall not be obliged to invest any monies in the future in the Company, nor to sign security for the obligations of the Company nor to provide security to enable the Company to obtain finance or credit. The Company shall not be entitled to make any such demands of the Foundation. i) The products developed in the Project shall be manufactured in Israel alone, unless the Chief Scientist has given contrary permission.

Completion of the Project. Upon completion of the Development Period, the Parties Borrower shall act as follows: a) The Company shall pay the Chief Scientist royalties derived from the consideration received from sales of the product and/or know-how developed by the Company, until the full repayment of the real value of the sum paid by the Chief Scientist in respect complete construction of the Project, including, without limitation, such royalties to street improvements, curbs, sidewalks, grading, parking, utilities and connections as may be paid in terms required for normal use thereof, by no later than the Completion Date. For purposes of the Chief Scientist's instructions. The Parties declare that they know that as at the date hereof the Chief Scientist's regulations in respect of royaltiesthis Agreement, provide for the Company to pay the Chief Scientist and/or the Foundation for transfer to the Chief Scientist, royalties at the rate of 3% of the total annual sales of the Company in respect completion of the Project during the first three years; 4% for the following three years and 5% for the seventh year until the full repayment of all monies received from the Chief Scientist according to their real value - such monies to be repaid shall be linked to the U.S. dollar in this respect. The above directives may be changed from time to time by the Chief Scientist. In regard to the above, sales shall be deemed to be and have occurred only when the following Completion Conditions (the “Completion Conditions”) shall include all income derived from products of the Project and/or that have been developed, or relating to their sale and/or the sale of any rights thereto, including the obligation to provide services, all the above subject to the Chief Scientist's directives.satisfied: b) Without detracting from its obligations as set out in clause (a) above, Borrower shall furnish to Lender a permanent certificate of occupancy or its equivalent and such other permits and/or certificates (including a certificate of substantial completion from the Company and/or its shareholders, according to the circumstances, shall pay the Chief Scientist or the Foundation for transfer, to the Chief Scientist, 25% of the value received for the sale of shares to a non-shareholder, and which value has not been invested in the Company within three months of such sale. Such repayment architect) as shall be limited required to establish to Lxxxxx’s satisfaction that the aforesaid true value Project has been properly completed and is not subject to any violations or uncorrected conditions noted or filed in any municipal department; (b) Borrower shall submit to Lender full and complete releases of liens from each contractor, subcontractor and supplier, or other proof satisfactory to Lender, confirming that final payment has been made for all materials supplied and labor furnished in connection with the amount financed by the Chief Scientist.Project; (c) The Company, Project shall have been finally completed in all respects in accordance with the Initiator's assistancePlans and Specifications, shall file a bi-annual report with the Foundation approved as verified by a Certified Accountant final inspection report satisfactory to Lender from Inspector, certifying that the Project has been constructed in relation a good and workmanlike manner and is in satisfactory condition, and that all mechanical, electrical, plumbing, structural and roof systems are in acceptable operating condition. Lender reserves the right to the sales require that an escrow be established in an amount satisfactory to Lender to remedy any physical deficiency in any of the Company Project; (d) Borrower shall deliver to Lender a satisfactory as-built survey disclosing no conditions unacceptable to Lender and showing lot and street lines, the location of all improvements, easements, rights-of-way and utilities (including all easements listed as set out aboveexceptions on Lender’s Title Policy), until such time as and containing a certification addressed to Lender in form and content satisfactory to Lender; (e) Borrower shall deliver to Lender a final release or other evidence satisfactory to Lender from the Municipality indicating that Borrower has satisfied all of its obligations and liabilities in connection with all permits and approvals issued for the royalties Project and under any Development Agreement; and (f) Borrower shall submit to Lender satisfactory evidence that all improvements to public streets have been paid in terms of clause (a) abovecompleted, offered for dedication, and accepted by the Municipality. d) All the books of account and documents relating to the Project of the Company and/or Project shall be open to the inspection of the Foundation until the final payment as set out in clause (a) above. e) Upon completion of the final payment aforesaid, the liens shall be cancelled. f) The Company and its employees shall vacate the Foundations premises occupied by it. g) The Company shall present final financial and technical reports in respect of the project within three months of the termination of the Development Period. h) The Foundation shall not be obliged to invest any monies in the future in the Company, nor to sign security for the obligations of the Company nor to provide security to enable the Company to obtain finance or credit. The Company shall not be entitled to make any such demands of the Foundation. i) The products developed in the Project shall be manufactured in Israel alone, unless the Chief Scientist has given contrary permission.

Completion of the Project. Upon Promptly commence and diligently pursue to completion the Construction of the Project by the Scheduled Completion Date, subject to any Unavoidable Delays permitted hereunder, including such street improvements, curbs, sidewalks, grading, parking, buildings, utilities and connections as may be required for normal use thereof. For purposes of this Agreement, completion of the Development Period, the Parties shall act as follows: a) The Company shall pay the Chief Scientist royalties derived from the consideration received from sales of the product and/or know-how developed by the Company, until the full repayment of the real value of the sum paid by the Chief Scientist in respect of the Project, such royalties to be paid in terms of the Chief Scientist's instructions. The Parties declare that they know that as at the date hereof the Chief Scientist's regulations in respect of royalties, provide for the Company to pay the Chief Scientist and/or the Foundation for transfer to the Chief Scientist, royalties at the rate of 3% of the total annual sales of the Company in respect of the Project during the first three years; 4% for the following three years and 5% for the seventh year until the full repayment of all monies received from the Chief Scientist according to their real value - such monies to be repaid shall be linked to the U.S. dollar in this respect. The above directives may be changed from time to time by the Chief Scientist. In regard to the above, sales shall be deemed to be have occurred only when the following conditions shall have been satisfied: (a) The Borrower shall submit to the Lender full and shall include complete releases of liens from each contractor, architect, engineer, subcontractor and supplier, or other proof satisfactory to the Lender, confirming that final payment has been made for all income derived from products materials supplied and labor furnished in connection with the Project and that no party claims or has a right to claim any statutory or common law lien arising out of the Construction of the Project or the supplying of labor, material, and/or that services in connection therewith; (b) The Project shall have been developedfinally completed in all respects in accordance with the Plans and Specifications, or relating to their sale and/or the sale of any rights thereto, including the obligation to provide services, all the above subject as verified by a final inspection report satisfactory to the Chief Scientist's directives. b) Without detracting Lender from its obligations as set out the Construction Consultant, certifying that the Project has been constructed in clause (a) abovea good and workmanlike manner and is in satisfactory condition, and that all mechanical, electrical, plumbing, structural and roof systems are in acceptable operating condition. The Lender reserves the Company and/or its shareholders, according right to require that an escrow be established in an amount satisfactory to the circumstances, shall pay the Chief Scientist or the Foundation for transfer, Lender to the Chief Scientist, 25% remedy any physical deficiency in any of the value received for the sale of shares to a non-shareholder, and which value has not been invested in the Company within three months of such sale. Such repayment shall be limited to the aforesaid true value of the amount financed by the Chief Scientist.Project; (c) The Company, with the Initiator's assistance, Borrower shall file a bi-annual report with the Foundation approved by a Certified Accountant in relation deliver to the sales Lender a satisfactory as-built survey disclosing no conditions unacceptable to the Lender and showing the location of all improvements, easements, rights-of-way and utilities (including all easements listed as exceptions on the Company as Title Insurance Policy), satisfying the requirements set out aboveforth in Exhibit C attached hereto, until such time as all and containing a certification addressed to the royalties have been paid Lender in terms of clause form and content satisfactory to the Lender; (a) above. d) All the books of account and documents relating The Borrower shall deliver to the Project Lender evidence of the Company and/or Project shall be open property insurance as required hereunder and in form and content satisfactory to the inspection of the Foundation until the final payment as set out in clause Lender; (a) above. e) Upon completion of The Borrower shall deliver to the Lender final payment aforesaid, affidavits (to be provided by Regions) from the liens shall be cancelled.Borrower and the Contractor and containing a certification addressed to the Lender in form and content satisfactory to the Lender; (f) The Company Borrower shall submit to the Lender satisfactory evidence that all improvements (if any) to public streets have been completed, offered for dedication, and its employees shall vacate accepted by the Foundations premises occupied by it.applicable Governmental Authorities; and (g) The Company Borrower shall present final financial and technical reports in respect furnish to the Lender, within thirty (30) days of the project within three months completion of Construction (i) a permanent certificate of occupancy or its equivalent, (ii) a certificate of completion from the termination of Architect certifying that the Development Period. hProject was constructed in accordance with the Plans and Specifications, (iii) The Foundation shall not be obliged a final endorsement to invest any monies the Title Insurance Policy advancing the effective date to the Completion Date, indicating that there has been no change in the future in state of title and containing no exceptions not approved by the CompanyLender, nor and (iv) such other permits and/or certificates as shall be required to sign security for establish to the obligations of the Company nor to provide security to enable the Company to obtain finance or credit. The Company shall not be entitled to make any such demands of the Foundation. i) The products developed in Lender’s satisfaction that the Project shall be manufactured has been properly completed and is not subject to any violations or uncorrected conditions noted or filed in Israel alone, unless any municipal department and complies with all Requirements of Law and the Chief Scientist has given contrary permissionrequirements of all Governmental Authorities and is in all respects ready for occupancy and operation.

Completion of the Project. Upon Promptly commence and diligently pursue to completion the Construction of the Project by the Scheduled Completion Date, subject to any Unavoidable Delays permitted hereunder, including such street improvements, curbs, sidewalks, grading, parking, buildings, utilities and connections as may be required for normal use thereof. For purposes of this Agreement, completion of the Development Period, the Parties shall act as follows: a) The Company shall pay the Chief Scientist royalties derived from the consideration received from sales of the product and/or know-how developed by the Company, until the full repayment of the real value of the sum paid by the Chief Scientist in respect of the Project, such royalties to be paid in terms of the Chief Scientist's instructions. The Parties declare that they know that as at the date hereof the Chief Scientist's regulations in respect of royalties, provide for the Company to pay the Chief Scientist and/or the Foundation for transfer to the Chief Scientist, royalties at the rate of 3% of the total annual sales of the Company in respect of the Project during the first three years; 4% for the following three years and 5% for the seventh year until the full repayment of all monies received from the Chief Scientist according to their real value - such monies to be repaid shall be linked to the U.S. dollar in this respect. The above directives may be changed from time to time by the Chief Scientist. In regard to the above, sales shall be deemed to have occurred only when the following conditions shall have been satisfied: (a) The Borrower shall submit to the Lender full and complete releases of liens from each contractor, architect, engineer, subcontractor and supplier, or other proof satisfactory to the Lender, confirming that final payment has been made (or will be paid from the Final Loan) for all materials supplied and shall include all income derived from products labor furnished in connection with the Project and that no party claims or has a right to claim any statutory or common law lien arising out of the Construction of the Project or the supplying of labor, material, and/or that services in connection therewith; (b) The Project shall have been developedfinally completed in all respects in accordance with the Plans and Specifications, or relating to their sale and/or the sale of any rights thereto, including the obligation to provide services, all the above subject as verified by a final inspection report satisfactory to the Chief Scientist's directives. b) Without detracting Lender from its obligations as set out the Construction Consultant, certifying that the Project has been constructed in clause (a) abovea good and workmanlike manner and is in satisfactory condition, and that all mechanical, electrical, plumbing, structural and roof systems are in acceptable operating condition. The Lender reserves the Company and/or its shareholders, according right to require that an escrow be established in an amount satisfactory to the circumstances, shall pay the Chief Scientist or the Foundation for transfer, Lender to the Chief Scientist, 25% remedy any physical deficiency in any of the value received for the sale of shares to a non-shareholder, and which value has not been invested in the Company within three months of such sale. Such repayment shall be limited to the aforesaid true value of the amount financed by the Chief Scientist.Project; (c) The CompanyBorrower shall deliver to the Lender a satisfactory as-built survey disclosing no conditions unacceptable to the Lender and showing the location of all improvements, easements, rights-of-way and utilities (including all easements listed as exceptions on the Title Insurance Policy), and containing a certification addressed to the Lender in form and content satisfactory to the Lender; (d) The Borrower shall submit to the Lender satisfactory evidence that all improvements (if any) to public streets have been completed, offered for dedication, and accepted by the applicable Governmental Authorities; and (e) The Borrower shall furnish to the Lender, within thirty (30) days of the completion of Construction (i) a permanent certificate of occupancy or its equivalent, (ii) a certificate of completion from the Architect certifying that the Project was constructed in accordance with the Initiator's assistancePlans and Specifications, shall file (iii) a bi-annual report with final endorsement to the Foundation Title Insurance Policy advancing the effective date to the Completion Date, indicating that there has been no change in the state of title and containing no exceptions not approved by a Certified Accountant in relation the Lender, and (iv) such other permits and/or certificates as shall be required to establish to the sales of the Company as set out above, until such time as all the royalties have been paid in terms of clause (a) above. d) All the books of account and documents relating to Lender’s satisfaction that the Project has been properly completed and is not subject to any violations or uncorrected conditions noted or filed in any municipal department and complies with all Requirements of Law and the Company and/or Project shall be open to the inspection requirements of the Foundation until the final payment as set out all Governmental Authorities and is in clause (a) aboveall respects ready for occupancy and operation. e) Upon completion of the final payment aforesaid, the liens shall be cancelled. f) The Company and its employees shall vacate the Foundations premises occupied by it. g) The Company shall present final financial and technical reports in respect of the project within three months of the termination of the Development Period. h) The Foundation shall not be obliged to invest any monies in the future in the Company, nor to sign security for the obligations of the Company nor to provide security to enable the Company to obtain finance or credit. The Company shall not be entitled to make any such demands of the Foundation. i) The products developed in the Project shall be manufactured in Israel alone, unless the Chief Scientist has given contrary permission.

Completion of the Project. The Project shall be completed and made available to the Township for final inspection and approval no later than the Completion Date. Upon completion of the Development PeriodProject and after final inspection and written approval by the Township, such approval not to be withheld unreasonably, the Parties Project shall act as follows: a) be transferred by the Developer, in consideration of this Development Contract, to the Charter Township of Jamestown pursuant to the Township’s standard form Warranty Bill of Sale. The Company Township shall pay not be obligated to approve the Chief Scientist royalties derived from Project or accept ownership thereof unless and until the consideration received from sales Township is satisfied the Project has been constructed in accordance with the approved plans and specifications and in a good and workmanlike manner and, further, that the Project meets all quality standards and tests which would apply and be conducted if the Township itself acquired and constructed the Project. In addition, the Township shall not be obligated to approve the Project and accept ownership thereof unless and until all of the product and/or know-how developed by the Company, until the full repayment of the real value of the sum paid by the Chief Scientist in respect of the Project, such royalties restoration has been fully completed. Prior to be paid in terms of the Chief Scientist's instructions. The Parties declare that they know that as at the date hereof the Chief Scientist's regulations in respect of royalties, provide for the Company to pay the Chief Scientist and/or the Foundation for transfer to the Chief Scientist, royalties at the rate of 3% of the total annual sales of the Company in respect approval of the Project during and acceptance of ownership thereof, the first three years; 4% for the following three years and 5% for the seventh year until the full repayment of all monies received Township shall receive from the Chief Scientist according to their real value - Developer such monies waivers of lien, affidavits and other documentation as the Township shall reasonably deem necessary to be repaid shall be linked to the U.S. dollar assured that all contractor(s) and all pipe, equipment and other suppliers in this respect. The above directives may be changed from time to time by the Chief Scientist. In regard to the above, sales shall be deemed to be and shall include all income derived from products of connection with the Project and/or that have been developed, or relating to their sale and/or the sale of any rights thereto, including the obligation to provide services, all the above subject to the Chief Scientist's directives. b) Without detracting from its obligations as set out in clause (a) above, the Company and/or its shareholders, according to the circumstances, shall pay the Chief Scientist or the Foundation for transfer, to the Chief Scientist, 25% of the value received for the sale of shares to a non-shareholder, and which value has not been invested in the Company within three months of such sale. Such repayment shall be limited to the aforesaid true value of the amount financed by the Chief Scientist. c) The Company, with the Initiator's assistance, shall file a bi-annual report with the Foundation approved by a Certified Accountant in relation to the sales of the Company as set out above, until such time as all the royalties have been paid in terms full and that there are no liens or other unpaid obligations outstanding with respect to the Project. The Township also reserves the right to require, prior to approval of clause (a) above. d) All the books Township and acceptance of account ownership thereof and documents relating at the cost of the Developer, a written opinion from the Developer’s consulting engineer that the Project has been constructed and completed in accordance with the approved plans and specifications. If the Contract Face Pages require that the Developer provide an irrevocable letter of credit prior to commencement of construction in order to guarantee completion of the Project by the Completion Date, this irrevocable letter of credit shall be issued by a bank having an office in Ottawa County in favor of the Township in the amount shown on the Contract Face Pages. The letter of credit to be provided shall be in such form and with such provisions as the Township shall reasonably require. The Project shall not be connected to the Township's sewer and/or water systems unless and until the Township has completed its final inspection and approved the Project in writing. If the Developer desires to connect the Project to the water and/or sewer systems in advance of this final inspection and written approval, the Developer shall provide to the Township an irrevocable letter of credit issued by a bank having an office in Ottawa County in favor of the Township in such amount as the Township shall reasonably determine is necessary to pay all costs and expenses related to completing the Project. The letter of credit to be provided shall be in such form and with such provisions as the Township shall reasonably require. No portion of the Development shall be connected to the Project until the Project has been approved by the Township and the ownership of the Company and/or Project shall be open has been dedicated and conveyed jointly to the inspection Charter Township of Jamestown in the manner provided by these Contract Terms. The Developer shall cooperate with the Township at all times, whether before or after the conveyance of the Foundation until Project to the final payment as set out Township, and to the fullest extent with all Project contract and warranty claims deemed necessary by the Township to be made or filed against the Developer's contractor. If the Project is not completed by the Completion Date, the Township shall have the right to complete the Project at the Developer’s expense and to pay the full cost of such completion by making a draw or draws against the Developer’s letter of credit. The Developer shall reimburse the Township for all costs incurred in clause (a) above. e) Upon completing the Project including, but without limitation, engineering, third party contractors and the charges of Township personnel necessary to supervise the completion of the final payment aforesaidProject. To the extent the Township costs to complete the Project are not fully paid by a draw or draws on a letter of credit, the liens Developer shall be cancelledpay such amounts to the Township on demand. Amounts not paid on demand shall bear interest at a rate of 1% per month or fraction of a month that the amount remains unpaid. f) The Company and its employees shall vacate the Foundations premises occupied by it. g) The Company shall present final financial and technical reports in respect of the project within three months of the termination of the Development Period. h) The Foundation shall not be obliged to invest any monies in the future in the Company, nor to sign security for the obligations of the Company nor to provide security to enable the Company to obtain finance or credit. The Company shall not be entitled to make any such demands of the Foundation. i) The products developed in the Project shall be manufactured in Israel alone, unless the Chief Scientist has given contrary permission.

Completion of the Project. Upon completion of the Development Period, the Parties Borrower shall act as follows: a) The Company shall pay the Chief Scientist royalties derived from the consideration received from sales of the product and/or know-how developed by the Company, until the full repayment of the real value of the sum paid by the Chief Scientist in respect complete construction of the Project, including, without limitation, such royalties to street improvements, curbs, sidewalks, grading, parking, utilities and connections as may be paid in terms of the Chief Scientist's instructions. The Parties declare required for normal use thereof and all tenant improvement work for that they know that as at the date hereof the Chief Scientist's regulations in respect of royalties, provide for the Company to pay the Chief Scientist and/or the Foundation for transfer to the Chief Scientist, royalties at the rate of 3% of the total annual sales of the Company in respect portion of the Project during leased and occupied by tenants, by no later then the first three years; 4% for Completion Date. For purposes of this Agreement, completion of the following three years and 5% for the seventh year until the full repayment of all monies received from the Chief Scientist according to their real value - such monies to be repaid shall be linked to the U.S. dollar in this respect. The above directives may be changed from time to time by the Chief Scientist. In regard to the above, sales Project shall be deemed to have occurred only when the following Completion Conditions (the "Completion Conditions") shall have been satisfied: 7.2.1. Borrower shall furnish to Bank a permanent certificate of occupancy or its equivalent and such other permits and/or certificates (including a certificate of substantial completion from the Architect) as shall be and shall include required to establish to Bank's satisfaction that the Project (including, without limitation, all income derived from products tenant improvement work for that portion of the Project and/or leased and occupied by tenants) has been properly completed and is not subject to any violations or uncorrected conditions noted or filed in any municipal department; 7.2.2. Borrower shall submit to Bank full and complete releases of liens from each contractor, subcontractor and supplier, or other proof satisfactory to Bank, confirming that final payment has been made for all materials supplied and labor furnished in connection with the Project (including, without limitation, all tenant improvement work for that portion of the Project leased and occupied by tenants); 7.2.3. The Project (including, without limitation, all tenant improvement work for that portion of the Project leased and occupied by tenants) shall have been developedfinally completed in all respects in accordance with the Plans and Specifications, or relating as verified by a final inspection report satisfactory to their sale and/or Bank from Bank's Inspector, certifying that the sale of any rights theretoProject (including, including the obligation to provide serviceswithout limitation, all the above subject to the Chief Scientist's directives. b) Without detracting from its obligations as set out in clause (a) above, the Company and/or its shareholders, according to the circumstances, shall pay the Chief Scientist or the Foundation tenant improvement work for transfer, to the Chief Scientist, 25% that portion of the value received for the sale of shares to Project leased and occupied by tenants) has been constructed in a non-shareholdergood and workmanlike manner and is in satisfactory condition, and which value has not been invested that all mechanical, electrical, plumbing, structural and roof systems are in acceptable operating condition. Bank reserves the Company within three months of such sale. Such repayment shall right to require that an escrow be limited established in an amount satisfactory to the aforesaid true value Bank to remedy any physical deficiency in any of the amount financed by the Chief Scientist. c) The Company, with the Initiator's assistance, shall file a bi-annual report with the Foundation approved by a Certified Accountant in relation to the sales of the Company as set out above, until such time as all the royalties have been paid in terms of clause (a) above. d) All the books of account and documents relating to the Project of the Company and/or Project shall be open to the inspection of the Foundation until the final payment as set out in clause (a) above. e) Upon completion of the final payment aforesaid, the liens shall be cancelled. f) The Company and its employees shall vacate the Foundations premises occupied by it. g) The Company shall present final financial and technical reports in respect of the project within three months of the termination of the Development Period. h) The Foundation shall not be obliged to invest any monies in the future in the Company, nor to sign security for the obligations of the Company nor to provide security to enable the Company to obtain finance or credit. The Company shall not be entitled to make any such demands of the Foundation. i) The products developed in the Project shall be manufactured in Israel alone, unless the Chief Scientist has given contrary permission.Project;

Completion of the Project. Upon completion of A. SUBSTANTIAL COMPLETION. "SUBSTANTIAL COMPLETION" or "SUBSTANTIALLY ---------------------- COMPLETE" shall mean the Development Period, point in the Parties shall act as follows: a) The Company shall pay the Chief Scientist royalties derived from the consideration received from sales of the product and/or know-how developed by the Company, until the full repayment of the real value of the sum paid by the Chief Scientist in respect of the Project, such royalties to be paid in terms of the Chief Scientist's instructions. The Parties declare that they know that as at the date hereof the Chief Scientist's regulations in respect of royalties, provide for the Company to pay the Chief Scientist and/or the Foundation for transfer to the Chief Scientist, royalties at the rate of 3% of the total annual sales of the Company in respect progress of the Project during when (i) construction is sufficiently complete to obtain final inspection and approvals in accordance with applicable law, (ii) all landscaping required by the first three years; 4% Plan and Specifications is installed, (iii) all paving for driveways, sidewalks and parking areas required by the following three years Plans and 5% for Specifications is completed, (iv) the seventh year until the full repayment of all monies received from the Chief Scientist according to their real value - such monies to be repaid shall be linked to the U.S. dollar in this respect. The above directives Project may be changed from time to time by the Chief Scientist. In regard to the aboveutilized for its intended use, sales shall be deemed to be and shall include all income derived from products of (v) Contractor has cleaned the Project and/or as required by this Agreement. Upon notification by Contractor that have been developed, or relating to their sale and/or the sale of any rights thereto, including Contractor considers the obligation to provide services, all the above subject to the Chief Scientist's directives. b) Without detracting from its obligations as set out in clause (a) above, the Company and/or its shareholders, Project according to the circumstancesPlans and Specifications as being Substantially Complete, Owner's agent (the "OWNER'S CONSTRUCTION CONSULTANT") and Developer shall pay promptly inspect the Chief Scientist Project to determine whether it is Substantially Complete. If the Owner's Construction Consultant and Developer reasonably determines that the Project is Substantially Complete, the Owner's Construction Consultant shall issue a "CERTIFICATE OF SUBSTANTIAL COMPLETION" indicating that Substantial Completion has been achieved, which shall not relieve Contractor of any ongoing obligation hereunder or certify that the Foundation Work was done in accordance with the provisions of this Agreement. If such inspection discloses any item which prevents a determination of Substantial Completion ("MAJOR ITEM"), then Contractor shall complete such item before the Owner's Construction Consultant issues his Certificate of Substantial Completion. All cost and expense for transfer, to the Chief Scientist, 25% services of the value received for the sale of shares to a non-shareholder, and which value has not been invested in the Company within three months of such sale. Such repayment Owner's Construction Consultant shall be limited to paid by Owner over and above the aforesaid true value of the amount financed by the Chief ScientistContract Sum. c) The Company, with the Initiator's assistance, shall file a bi-annual report with the Foundation approved by a Certified Accountant in relation to the sales of the Company as set out above, until such time as all the royalties have been paid in terms of clause (a) above. d) All the books of account and documents relating to the Project of the Company and/or Project shall be open to the inspection of the Foundation until the final payment as set out in clause (a) above. e) Upon completion of the final payment aforesaid, the liens shall be cancelled. f) The Company and its employees shall vacate the Foundations premises occupied by it. g) The Company shall present final financial and technical reports in respect of the project within three months of the termination of the Development Period. h) The Foundation shall not be obliged to invest any monies in the future in the Company, nor to sign security for the obligations of the Company nor to provide security to enable the Company to obtain finance or credit. The Company shall not be entitled to make any such demands of the Foundation. i) The products developed in the Project shall be manufactured in Israel alone, unless the Chief Scientist has given contrary permission.