Common use of EFFECTIVE DATE; SCOPE OF SERVICES Clause in Contracts

EFFECTIVE DATE; SCOPE OF SERVICES. 1.1 The “Effective Date” of this Agreement is the “Effective Date” in terms of the License Agreement. 1.2 In her capacity as Consultant, Xxxx. Xxxx will participate in SAB meetings and oversee research and development activities of the Company with respect, inter alia, to the intellectual property licensed from Hadasit under the License Agreement outside the laboratories of HMO (the “Services”). The Consultant undertakes that in no event shall the Consultant: (a) perform research for or on behalf of the Company, whether at the Company, at HMO or any other location, except as may be agreed by Hadasit and the Company pursuant to the Sponsored Research Agreement executed between Hadasit and the Company contemporaneously with this Agreement; and (b) use any of the resources, personnel or facilities of HMO in the provision of the Services. 1.3 During the Term (as defined below), Hadasit shall make Xxxx. Xxxx available to perform the Services in the scope as set forth herein. The Company acknowledges that the Services rendered to the Company under this Agreement are supplementary to the Consultant’s duties as an active physician at HMO. 1.4 The average total workload of the Services rendered by Xxxx. Xxxx herein shall not exceed 15 hours per month unless otherwise agreed between the Parties in writing. 1.5 The Consultant shall professionally and diligently perform the Services. Without derogating from the Company’s responsibilities hereunder, any amendment to the scope of the Services shall require the written consent of all of the Parties. 1.6 The Consultant undertakes not to knowingly utilize or exploit any proprietary or confidential information of third parties in providing the Services. 1.7 Nothing in this Agreement shall be construed as preventing HMO or the Consultant from providing other consulting, advisory and other services to other persons or entities, provided that the Consultant undertakes that during the term of this Agreement she shall not advise, or assist, or perform any services or work for, any third party who is a competitor of the Company unless she first receives the Company's written consent for such on a case by case basis. For the avoidance of doubt, nothing in this Section 1.7 shall restrict the Consultant from performing any research activities at HMO. 1.8 In case of inconsistency between the terms of this Agreement and the License Agreement, the terms of the License Agreement, and any right, including proprietary rights derived therefrom, shall prevail. 1.9 The Company will reimburse the Consultant for duly documented reasonable out-of pocket expenses incurred by her in the performance of the Services, including travel time (for on-site or any meetings/visits) and travel expenses, as provided in Schedule A hereto.

EFFECTIVE DATE; SCOPE OF SERVICES. 1.1 The “Effective Date” of this Agreement is the “Effective Date” in terms of the License Agreement. 1.2 In her capacity as Consultant, XxxxPxxx. Xxxx will participate in SAB meetings and oversee research and development activities of the Company with respect, inter alia, to the intellectual property licensed from Hadasit under the License Agreement outside the laboratories of HMO (the “Services”). The Consultant undertakes that in no event shall the Consultant: (a) perform research for or on behalf of the Company, whether at the Company, at HMO or any other location, except as may be agreed by Hadasit and the Company pursuant to the Sponsored Research Agreement executed between Hadasit and the Company contemporaneously with this Agreement; and (b) use any of the resources, personnel or facilities of HMO in the provision of the Services. 1.3 During the Term (as defined below), Hadasit shall make XxxxPxxx. Xxxx available to perform the Services in the scope as set forth herein. The Company acknowledges that the Services rendered to the Company under this Agreement are supplementary to the Consultant’s duties as an active physician at HMO. 1.4 The average total workload of the Services rendered by XxxxPxxx. Xxxx herein shall not exceed 15 hours per month unless otherwise agreed between the Parties in writing. 1.5 The Consultant shall professionally and diligently perform the Services. Without derogating from the Company’s responsibilities hereunder, any amendment to the scope of the Services shall require the written consent of all of the Parties. 1.6 The Consultant undertakes not to knowingly utilize or exploit any proprietary or confidential information of third parties in providing the Services. 1.7 Nothing in this Agreement shall be construed as preventing HMO or the Consultant from providing other consulting, advisory and other services to other persons or entities, provided that the Consultant undertakes that during the term of this Agreement she shall not advise, or assist, or perform any services or work for, any third party who is a competitor of the Company unless she first receives the Company's ’s written consent for such on a case by case basis. For the avoidance of doubt, nothing in this Section 1.7 shall restrict the Consultant from performing any research activities at HMO. 1.8 In case of inconsistency between the terms of this Agreement and the License Agreement, the terms of the License Agreement, and any right, including proprietary rights derived therefrom, shall prevail. 1.9 The Company will reimburse the Consultant for duly documented reasonable out-of pocket expenses incurred by her in the performance of the Services, including travel time (for on-site or any meetings/visits) and travel expenses, as provided in Schedule A hereto.