AMENDED AND RESTATED LICENSE AGREEMENT

Exhibit 10.19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [******], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE SECURITY MATTERS LTD. IF PUBLICLY DISCLOSED

AMENDED AND RESTATED LICENSE AGREEMENT

This Amended and Restated License Agreement (this “Agreement”) is entered into on January 2, 2023 (the “Effective Date”), by and between (i) Isorad Ltd., a company duly registered under the laws of Israel, PC # 520027475 located having a place of business at Soreq NRC, Yavne 810000, Israel (“Isorad”); and (ii) Security Matters, Ltd., an Israeli corporation PC # 515125771, having a place of business at Kibbutz Xxxxxx, XX XxxxxXxxxx 0000000, Xxxxxx (“SM Israel”); Security Matters Limited an Australian public company (“SMX”) and Empatan Public Limited Company, a public limited company incorporated in Ireland (“Empatan”) (jointly and severally, the “Company”). Each of Isorad and the Company, a “Party”, and collectively the “Parties”).

WHEREAS, Xxxxxx and SM Israel entered into that certain License Agreement dated as of January 1st, 2015 (collectively with the Amendment (as these terms are defined below)), the “Original License Agreement”);

WHEREAS, Xxxxxx and SM Israel entered into that certain Amendment to the License Agreement dated July 10, 2018 (the “Amendment”);

WHEREAS, Xxxxxx and SM Israel entered into that certain Addendum to the License Agreement dated April 30, 2019 (the “Addendum”);

WHEREAS, SMX is contemplating entering into series of contemplated transaction involving SMX and Lionheart III Corp (the “SPAC”, and collectively, the “Business Combination”). The Business Combination includes cancellation of all the shares and options of SMX in exchange for shares and options of Empatan;

WHEREAS, Although Empatan is not currently a public reporting company, following the effectiveness of the registration statement which is a part and the closing of the Business Combination, Empatan will become subject to the reporting requirements of the US Securities Exchange Act, as amended. Empatan will apply for listing, to be effective at the time of the consummation of the Business Combination, of its shares and warrants on Nasdaq under the symbols “SMX” and “SMXW”, respectively, and Empatan is expected to be publicly traded on Nasdaq under those symbols following the completion of the Business Combination, subject to receipt of Nasdaq’s approval and official notice of issuance;

WHEREAS, subject to the consummation and closing of the Business Combination and Empatan becoming publicly traded on Nasdaq, the Parties hereto desire to amend and restate the Original License Agreement as set forth in this Agreement, to incorporate herein the terms and conditions of the Amendment and to give effect to the agreement of the Parties with respect to the changes to be made to the rights and obligations of the Parties under the Original License Agreement;

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WHEREAS, the Addendum shall remain in full force and effect and is not amended, replaced or incorporated into this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend and restate the Original License Agreement as follows:

1. Definitions. Terms capitalized herein shall have the meanings set forth below.

1.1 “2022 Patents” means the patents and patent applications of the Company or its Affiliates filed until December 31, 2022, in which Soreq is not recorded as a joint owner of the patent and all Patents therefrom. Company represents and warrants that attached hereto as Exhibit H is a full list of all 2022 patent families.

1.2 “Affiliate” means, with respect to any Person, any other Person which directly or indirectly Controls, is Controlled by or is under common Control with such Person.

1.3 “Atomic Chemical Marking” means marking methods based on selective detection of specific atoms or molecules inserted mainly for this purpose.

1.4 “Consulting Services” means the services of Soreq and any one on its behalf to be performed regarding the Licensed Technology and the Licensed Products as described in any SOWs that was or may be entered into by Soreq or Isorad and the Company from time to time subject to mutual written consent of the Company and Soreq or Isorad, as the case may be.

1.5 “Consulting Services Terms and Conditions” means Soreq’s terms and conditions of service attached hereto as Exhibit B and as may be amended by Soreq from time to time.

1.6 “Consulting Services Results” means any patents, patent applications, information, know how, methods, processes, material, devices, data and other results arising from the performance of the Consulting Services.

1.7 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or otherwise. Without limiting the foregoing, Control will be presumed to exist when a person, organization or entity (a) owns or directly controls fifty percent (50%) or more of the outstanding voting stock or other ownership interest of the other organization or entity or (b) possesses, directly or indirectly, the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the other organization or entity.

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1.8 “Development Results” means any patents, patent applications, information, know how, methods, processes, material, devices, data and other results arising from the research, development and commercialization of Licensed Products by the Company.

1.9 “Exit Consideration” means the total consideration paid to, received by, or distributed to, the Company and/or its shareholders and/or its Affiliates in connection with an Exit Event, of any nature, including, without limitation, all cash, securities or other property which is received by Company and/or its shareholders in connection with such Exit Event.

1.10 “Exit Event” means a transaction or series of transactions producing in a combined fashion one event, which is (a) a merger with a third party, excluding a merger following which Company is the surviving corporation and the shareholders of Company prior to the merger constitute the majority of the shareholders following such merger; (b)acquisition type transaction involving the sale of all or a substantially of the shares of the Company to an acquiring Person or merged Person; (c) the sale of all or substantially all the assets of the Company; or (c) results in the transfer or assignment of this Agreement (with the prior written consent of Xxxxxx, as required hereunder), (d) an initial public offering of the Company’s shares, including through a reverse merger, share swap or any similar transaction or series of related transactions (“IPO”); excluding, in all cases, a transaction with a subsidiary or a transaction effected for the sole purpose of changing the domicile or corporate restructuring and/or reorganization. For clarity, in this section 1.10, the term “Company” refers to each of SM Israel, SMX and Empatan.

1.11 “Field” means Atomic Chemical Marking, excluding [***] any uses for the Israeli Security Forces and/or its purposes.

1.12 “Fully Diluted Basis” means the number of shares of any class and series issued and outstanding as of the time of applicable calculation, after giving effect to the conversion and exercise of all outstanding vested and granted convertible securities, other options and warrants, and securities that may be issued upon conversion of shares, as well as all other rights of any kind to acquire shares of the Company.

1.13 “Gross Sales” means the total amount invoiced or received by the Company and/or its Affiliates, including, without limitations, for sale of products and provision of services. Gross Sales shall not include VAT and bad debts according to the applicable Accounting Rules and as long as such bad debts are recognized by the Israeli Tax Authorities.

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1.14 “Israeli Security Forces” means the Israeli law enforcement, military, paramilitary, governmental, and intelligence agencies, including, without limitations, [***].

1.15 “Know-How” means non-public information, know-how, data, methods, processes, techniques and results.

1.16 “Licensed Know-How” means (i) any Know-How relating to the Licensed Patents which is owned and/or controlled by Isorad on the Effective Date, (ii) the Consulting Services Results, and (iii) the Development Results.

1.17 “Licensed Patents” means (i) the Patent identified in Exhibit DA, attached hereto (the “Existing Patent”), (ii) any patent applications and patents claiming priority from the Existing Patent; and (iii) any U.S., foreign or international patent or patent application obtained in respect of the Licensed Know-How.

1.18 “Licensed Product” means(i) all products, processes, methods or services that comprise, contain, derived from or incorporate, in whole or in part, Licensed Technology, or(ii) all products, processes, methods or services the development, production and/or sale of which is based on, or involves, in whole or in part, the use of Licensed Technology or (iii) all products, processes, methods or services which are produced or manufactured in whole or in part, using a process, method or system covered by, or falling within the Licensed Technology; or (iv) any other product, process, method or services that uses the Licensed Technology in any manner whatsoever and for any purpose whatsoever; and/or (v) any other commercialization and/or exploitation of Licensed Technology.

1.19 “Licensed Technology” means (i) the Licensed Patents; and (ii) the Licensed Know-How.

1.20 “Patent” means any patent application and patent, and further including any reissue, extension, substitution, confirmation, re-registrations, re-examination, revival, supplementary protection certificate or patents of addition, whether in the U.S. or any foreign country.

1.21 “Person” means, any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or any other entity or organization.

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1.22 “Royalty Period” means the period commencing on January 1^st, 2020, and ending twenty five (25) years thereafter, except that in respect of Sublicense Receipts, the period shall commence on the July 10th 2018 and ending twenty (20) years thereafter.

1.23 “Soreq” means Soreq Nuclear Research Center.

2. License Grant.

2.1 Isorad License. Subject to the terms and conditions set forth in this Agreement, Isorad hereby grants, as of January 1, 2015, to SM Israel an exclusive, worldwide, royalty-bearing license, with no rights to transfer or sublicense (not as a whole and not in part), except as permitted in Section 2.7., under the Licensed Technology, to make any and all uses of the same, including, without limitation, to develop, manufacture, use, market, offer for sale, sell, export and import Licensed Products solely in the Field (the “License”).

2.2 [***] Rights. Parties acknowledge the irrevocable mutual release and waiver a copy of which is attached hereto as Exhibit F, between [***] and Isord of the rights and obligations in respect to the Licensed Technology and the Field granted pursuant to the MOU between Isorad and [***] and any extension or supplement thereof.

2.3 Israeli Security Forces and Israeli Security Forces’/Governmental Budget or Order. Notwithstanding anything to the contrary herein, each of Isorad and Soreq reserves the right to practice the Licensed Technology (including the 2022 Patents) for uses of/for the Israeli Security Forces, including [***]. It is hereby clarified, for avoidance of any doubt, that Isorad and Soreq may practice the rights under this Section 2.3 for uses of/for the Israeli Security Forces with/by/through the Israeli Military Industries, provided that such rights are practiced pursuant to an order from or the budget, directly or indirectly, of any one from the Israeli Security Forces and/or Governmental funds.

2.4 Research. Notwithstanding anything to the contrary herein, each of Isorad, Soreq and the IAEC shall have no restrictions of any kind relating the Licensed Technology (including the 2022 Patents) for the purpose of research and research collaborations (and not for commercial use), in each case, either by themselves or through or with third parties, and to grant such rights to other third parties for such uses. In case Isorad, Soreq or the IAEC wishes to commercialize the results of such research (“Results”), it shall first offer the Company the right to obtain a license under the Results at terms and conditions to be negotiated between such parties in good faith (“First Right”) during a period of no more than 90 days from the date such Results has first been offered to the Company

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(“Negotiation Period”). This First Right shall terminate upon the earlier of: (i) the Company notifying Isorad, Soreq or the IAEC, as the case may be, prior to the end of the Negotiation Period that it does not wish to license the Results; or (ii) the Company and Isorad, Soreq or the IAEC, as the case may be, fail to agree on terms pursuant to which the Results would be licensed to the Company by the end of the Negotiations Period, unless extended by a mutual written agreement. Upon such termination, Isorad, Soreq and the IAEC shall be free to license the Results to any third party and/or to commercialize the Results as they shall see fit at terms and conditions taken as a whole not more favorable to the third party than the terms and conditions offered by the Company for such a license, and shall be released from any obligation to the Company whatsoever regarding the Results.

2.5 Publications. Isorad shall not publish non-public information regarding the Licensed Technology (including the 2022 Patents) without obtaining the prior written approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed.

2.6 Affiliates. The License granted to SM Israel under Section 2.1 includes the right to have some or all of SM Israel’s rights under Section 2.1 exercised or performed by one or more of SM Israel’s Affiliates for and on behalf of SM Israel and solely for the purpose of the execution of this Agreement, subject in each case to the terms and conditions of this Agreement and provided (in case of an Affiliate that is not directly or indirectly 100% held by SM Israel) that:

(a) SM Israel provides the full name and identity of such Affiliate to Isorad in writing and Xxxxxx had approved the Affiliate in writing;

(b) no such Affiliate shall be entitled to grant, directly or indirectly, to any third party any sublicense or rights under the Licensed Technology (including the 2022 Patents);

(c) Company shall be liable and responsible for actions taken or omissions by such Affiliates in exercising such rights on behalf of Company and shall cause the Affiliates to comply with the provisions of this Agreement and that such performance through Affiliates and contractors shall not adversely affect the rights of Isorad and Soreq;

(d) Such Affiliate does not pay any consideration (including indirect considerations such as in the form of dividends) toSM Israel for the authorization by SM Israel to exercise such rights.

; and

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(e) Sales performed by such Affiliate will be considered as if performed by SM Israel.

2.7 Sublicense

SM Israel shall be entitled to grant sublicenses to third parties under the Licensed Patents and the 2022 Patents (a “Sublicense” and the person or entity granted a Sublicense, the “Sublicensee”) only provided that:

(a) The Company provides the full name and identity of the Sublicensee to Isorad in writing and Xxxxxx had approved the identity of the Sublicensee in writing within 30 days. Failure by Xxxxxx to respond within such period shall be deemed approval of the identity of the Sublicensee. Company understands and acknowledges that Xxxxxx is a Governmental company and agrees that Xxxxxx shall only refuse to approve a Sublicensee based on Governmental defense, security, governmental, policy, political and other official State of Israel policy considerations;

(b) Sublicense shall be made to entities that the Company reasonably believes have the commercial and scientific capabilities and resources to continue the development and commercialization of Licensed Products

(c) Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance with the terms and conditions of the Agreement, a copy of which shall be provided to Isorad promptly after its execution (provided that any Sublicense agreement so furnished may be redacted to the extent that it contains terms unrelated to the Licensed Technology, (including the 2022 Patents);

(d) no such Sublicensee shall be entitled to grant, directly or indirectly, to any third party any sublicense or rights under the Licensed Technology (including the 2022 Patents) and shall not be entitled to assign the sublicense agreement in any way, in whole or in part.

(e) in the event of termination of the Agreement (in whole or in part (e.g., termination in a particular country), any existing Sublicense shall terminate to the extent of such terminated Agreement; provided, however, that, for each Sublicensee, upon termination of a Sublicense agreement, if the Sublicensee is not then in breach of the Sublicense agreement such that the Company would have the right to terminate such Sublicense agreement, Isorad shall grant the Sublicensee a license from Isorad on the terms and conditions of this Agreement;

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(f) The Company shall ensure that any sublicense shall include material terms that require the Sublicensee to comply with the terms of the Agreement, including, Section 11.4 (Limitation of Liability) and Section 12 (Indemnification and Insurance), the breach of which terms shall be a material breach entitling Company the right to terminate the sublicense. In such an event, the Company undertakes to take all reasonable steps to enforce such terms upon the Sublicensee, including the termination of the sublicense. In all cases, the Company shall immediately after becoming aware thereof, notify Isorad of any breach of the material terms of a sublicense, and shall copy Isorad on all correspondence with regard to such breach;

(g) The Company shall require each Sublicensee to provide it with regular written royalty reports and report regarding Sublicense Receipts that include at least the detail that the Company is required to provide pursuant to Section 8 of the Agreement and to permit audit rights in accordance with the Agreement. Together with each payment, the Company shall provide such reports to Isorad;

(h) Any act or omission of the Sublicensee which is not remedied by the Company or the Sublicensee in accordance with the Sublicense, and which would have constituted a breach of the Agreement by the Company had it been an act or omission of the Company, and which the Company has not made best efforts to cure in accordance with the Agreement or Sublicense, as applicable, including termination of the sublicense, shall constitute a breach of the Agreement by the Company;

(i) The Company shall not be entitled to license or transfer any rights whatsoever in respect of the Licensed Technology (including the 2022 Patents) to any third party, except by means of a Sublicense or as set forth in sub-Section (j) below.

(j) The Company and its Sublicensees’s shall be permitted to sublicense the object code of software that forms part of the Licensed Technology to final end users of the Licensed Products (e.g., a reader of the Company’s “markers”) and not for further distribution, provided that such software is embedded in the Licensed Product and is not separable and such Licensed Products are sold in the Company’s or its Sublicensee’s ordinary course of business. For the avoidance of doubt, the proceeds from such sublicenses shall form part of the Gross Sales or shall be subject to payment of Sublicense Royalties, as applicable.

Kafrit Industries (1993) Ltd. is considered a Sublicensee for all intents and purposes.

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2.8 No Other Grant of Rights. The License is not sub-licensable (except if otherwise agreed in writing as set forth in Section 2.7 above) and is non-transferable. Except for the rights and licenses expressly granted herein, nothing in this Agreement shall be construed to confer any ownership interest, license or other rights upon either party by implication, estoppel or otherwise as to any technology,intellectual property rights or products of the other party,or any other entity, regardless of whether such technology, intellectual property rights or products are dominant, subordinate or otherwise related to any intellectual property rights licensed hereunder.

3. Consulting Services.

3.1 Consulting Services. Company acknowledges that it has received the Consulting Services pursuant to any SOW executed between the Parties to date. To the extent that Company wishes to engage additional services of Soreq and Soreq shall agree to provide services to the Company, then upon receiving all necessary approvals and the execution of a SOW, Soreq shall provide to the Company the Consulting Services pursuant to and in accordance with the Consulting Services Term and Conditions and subject to the payment of the fees set forth therein according to the payment terms therein. It is hereby agreed and understood that Xxxxxx has no and shall have no responsibility in relation to the Consulting Services.

3.2 Independent Contractors. The Company and its Affiliates’ directors, officers, employees, representatives or other third parties acting on its behalf, shall not pay, offer or promise to pay, or authorize the payment, directly or indirectly through any other person or entity, of any monies or anything of value to any person employed or engaged by Soreq in providing the Consulting Services and otherwise. None of Soreq’s employees or representatives providing the Consulting Services shall be deemed for any purpose to be employees of Company whether by contract, by operation of applicable laws or otherwise. The Company further acknowledges and understands that performance by such Soreq’s employees is governed by applicable laws and regulations which must be observed at all time, including, without limitations, the TAKSHIR. In case of any conflict or contradiction with such applicable laws, the applicable laws shall govern and prevail.

3.3 Non Solicitation. The Company shall not initiate or commence discussions with respect to the solicitation or hiring of any employee of Isorad and/or Soreq, during the term of this Agreement. Should this Agreement terminate by Xxxxxx earlier pursuant to Section 13.2 or 13.3, the non solicitation above shall continue for another 12 months after such termination.

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4. Title; the 2022 Patents.

4.1 The entire right, title and interest in and to the Consulting Services Results and the Development Results and any intellectual property rights resulted therefrom are and shall be jointly owned by Soreq and the Company.

The entire right, title and interest in and to the Licensed Technology, excluding the Consulting Services Results and the Development Results, is and shall be owned solely and exclusively by Soreq; provided however that solely with respect to the 2022 Patents, Xxxxxx agrees that the formal ownership of these 2022 Patents will be recorded solely in SM Israel’s name. For clarity, any future Patents as of December 31, 2022 in respect of the Licensed Know-How shall be owned jointly by Company and Soreq and recorded in both parties name.

4.2 The 2022 Patents will be considered “Licensed Patents” under this Agreement for all intent and purpose and all the provisions of this Agreement (including, without limitations, Sections 25, 8, 9 and 10) apply to the 2022 Patents.

4.3 Any sale, disposing or other transfer of any of the 2022 Patents will be subject to payment to Isorad of 15% of the gross sale proceeds and the purchaser of such 2022 Patents will assume and be bound by the royalties obligations hereunder to Isorad with respect to its products and services covered, that are based on, developed or manufacturing using or otherwise deriving from the 2022 Patents, unless Company chose to pay to Isorad 50% of the gross sale proceeds of any kind received or to be received by the Company and then the purchaser will not be subject to royalties’ payment to Isorad upon payment of such 50% of the gross sale proceeds to Isorad. The Company shall, at its costs and expense, file and record this Agreement with the patents offices worldwide where the 2022 Patents are filed.

4.4 If Company makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, voluntarily or involuntarily dissolved, or otherwise ceases operation, has a trustee or receiver appointed for any of the 2022 Patents and/or a substantial part of its assets, or, has instituted against it a proceeding in bankruptcy which is acquiesced in, is not dismissed within 90 days, or results in an adjudication of bankruptcy, Xxxxxx will have a first right to purchase any the 2022 Patents, in whole or in part, (for itself or for a third party), at 85% of their purchase price offered by the trustee or receiver or in such proceeding, as applicable, to a potential third party buyer. If Isorad did not exercise its rights herein to purchase the 2022 Patents, section 4.3 above shall continue to apply and Isorad shall be entitled to 50% of the gross sale price of such patents. To enforce this right, upon the execution of this Agreement, the Company shall

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execute the letter of assignment attached to this Agreement as Exhibit G concerning its interest in any of the 2022 Patents that will provide that such interest will be irrevocably assigned to Isorad in the event that the Company is declared bankrupt, is voluntarily or involuntarily dissolved, or otherwise ceases operation or if this Agreement is terminated by Isorad pursuant to Section 13.2 or 13.3.

5. Development and Commercialization.

5.1 Development Diligence. Company shall (a) develop Licensed Products based on the Licensed Technology (including the 2022 Patents); (b) secure sufficient independent financing to develop Licensed Products; (c) obtain appropriate approvals in all major markets, to the extent required, (d) introduce Licensed Products into the commercial market; and (e) market and sell Licensed Products following such introduction into the market as soon as practicable.

5.2 [Deleted]

5.3 Reporting. Within thirty (30) days after the end of each calendar quarter, Company shall furnish Isorad with a written report summarizing its and its Affiliates’ copies of all periodic, immediate or other reports announced and a written status report of the Company’s Patents families, including a list of all new Patents filed during the previous calendar quarter.

5.4 [Deleted]

6. Consideration

As consideration for the License granted hereunder and changes made in this Agreement relative to the Original License Agreement, Company shall pay Isorad (or Soreq at the written instructions of Xxxxxx’s CEO) the following:

6.1 Royalties and Sublicense Revenues. (a) Company shall, during the Royalty Period, pay Isorad royalties equal to two point two percent (2.2%) of all Gross Sales by the Company and its Affiliates. Company and its Affiliates shall also pay Isorad, during the Royalty Period, 2.2% of all amounts invoiced or received by a Sublicensee in connection with the sale of Licensed Products to third parties (excluding VAT and bad debts according to the applicable Accounting Rules and as long as such bad debts are recognized by the applicable Tax Authorities) (“Sublicense Royalties”); and (b) the Company and its

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Affiliates shall also pay Isorad, during the Royalty Period, 15% of all amounts, payment or other consideration invoiced or received by Company and its Affiliates for, or from, the grant of Sublicenses and/or pursuant thereto or in connection with the grant of an option for a Sublicense, except amounts in respect of which the Company or its Affiliate has paid Sublicense Royalties (“Sublicense Receipts”). For clarity, “other commercialization and/or exploitation of Licensed Technology” (section 1.18(v) of the Agreement) constitute Sublicense Receipts.

6.2 Current Equity. Company has issued to Isorad or its trustee and Xxxxxx holds immediately prior to the closing of the Business Combination 472,507 shares of SMX and 427,957 options of SMX.

6.3 Additional Equity and Raising Fee. Immediately prior to the closing of the Business Combination and subject thereto, Empatan shall: (a) issue to Isorad or to a trustee for Isorad according to Xxxxxx’s written instructions, options convertible to shares via cashless exercise, valued on the effective date at $750,000 as follows: 864,000 fully vested options with an expiry date of three years as of the grant date under the SMX ESOP to receive via cashless exercise shares of common stock of SMX (convertible to options in Empatan that upon their exercise and following registration of Form F-4 in connection with the Business Combination shall be tradable on the Nasdaq)) and locked only if, and to the minimum extent, required by the SEC); and (ii) pay to Isorad 1% of any amount actually received against equity or other funding (such as SAFE, convertible loan, debt or funding instrument and including any PIPE investment made prior to or substantially concurrently with the closing of the Business Combination) but only if it is convertible into equity of Empatan at the closing of the Business Combination and any amount actually received against equity or other funding (as set forth above) during a period of 13 months thereafter. Payment will be made within 30 days of the earlier of: (a) receipt by Empatan of an aggregate amount of USD 27 million and thereafter within 30 days of the closing of each subsequent funding transaction; and (b) 13 months after the closing of the Business Combination.

6.4 Exit Fee. Upon the occurrence of the first Exit Event after the closing of the Business Combination, Company shall pay Isorad an amount equal to one and a half percent (1.5%) of the Exit Consideration. The Company will notify Isorad of the Exit Event at least 30 days prior to its closing, or as soon as possible, if it is not legally possible or practical to do so, with full details of the Exit Event and Exit Consideration. For the avoidance of doubt, the Exit fee is in addition to the payment mentioned in section 6.3 above.

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7. Corporate Covenants.

7.1 [Deleted]

7.2 [Deleted]

7.3 Put Option.

7.3.1 Isorad shall have the right to require the Company’s other shareholders at such time (the “Other Shareholders”) to purchase all of the shares held by Xxxxxx in the Company as of such date (the “Put Option Shares”), pro rata to each Other Shareholder’s shareholding in the Company at such time, at a price per share equal to the nominal value of each Put Share (the “Put Share Purchase Price” and the “Put Option”, respectively).

7.3.2 The Put Option may be exercised by Xxxxxx in whole (but not in part) at any time during and after the term of this Agreement by written notice to the Company.

7.3.3 Within 30 (thirty) days following the exercise of the Put Option by Isorad in accordance with Section 7.3.2 above, the following shall take place simultaneously: Isorad shall provide the Company with a duly executed share transfer deed for the transfer of the Put Shares to a trustee designated by the Company, to be held in trust for the Other Shareholders and the Company shall ensure that each Other Shareholder shall transfer its portion of the nominal value thereof to a bank account designated by Isorad. The sale and purchase of the Put Option Shares shall be completed on an “as is” basis, and Isorad shall not be required to make or undertake any representations, warranties or covenants in connection therewith. The Company shall apportion the Put Option Shares among the Other Shareholders by rounding fractions in a manner to be determined by the Board.

7.4 [Deleted]

7.5 [Deleted]

7.6 Soreq’s Step In Rights. Any transfer of shares between Isorad, Soreq and a trustee appointed by either one of them is a permitted transfer that shall not require the consent of the Company’s Board and shall not be subject to any restrictions or limitations, including under the Company’s Articles of Association. Xxxxxx and Soreq will have the right to realize the economic value of the shares as they deem fit.

7.7 [Deleted]

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8. Reports; Payments; Records.

8.1 Reports. On each of September 15th and March 15th of each calendar year during the Royalty Period, Company shall deliver to Isorad a report containing the following information (“Semi-Annual Report”): (i) a calculation of Gross Sales for the applicable reporting period, including an itemized listing of applicable deductions; (ii) the total amount payable to Isorad in ILS for the applicable reporting period, together with the exchange rates used for conversion. Each such report shall be certified on behalf of Company as true, correct and complete in all material respects. If no amounts are due to Isorad for a particular reporting period, the report shall so state. Should the Company receive the right to grant sublicense(s), the provisions of this Section 8 shall apply to all relevant information regarding sublicensee’s income, including the reports, payments and audit rights herein.

8.2 Invoice. Based on the Reports submitted under Section 8.1 above, Isorad shall issue Company an invoice on all amounts due with respect to the Gross Sales.

8.3 Payment. On each of October 1st and April 1st of each calendar year during the Royalty Period, Company shall pay Isorad all amounts due with respect to Gross Sales for previous half-year period, against dully issued invoices. Payment of an Exit Consideration shall be made within 30 days of the receipt by the Company or its shareholders of the Exit Consideration and against a dully issued invoice.

8.4 Payment Currency. All payments due under this Agreement shall be payable in New Israeli Shekels unless agreed otherwise in writing.

8.5 Records. Company shall maintain, and shall cause its Affiliates to maintain, complete and accurate records of Gross Sales and shall contain sufficient information to permit Isorad to confirm the accuracy of any reports or notifications delivered to Isorad under Section 8.1. Company and its Affiliates shall retain such records relating to a given year for at least five (5) years after the conclusion of that year, during which time Isorad shall have the right, at its expense, to cause an independent, certified public accountant (or, in the event of a non-financial audit (in full or in part), other appropriate auditor) reasonably acceptable to Company to inspect such records during normal business hours for the purposes of verifying the accuracy of any reports and payments delivered under this Agreement and Company’s (or its Affiliate’s) compliance with the terms hereof. Such accountant or other auditor, as applicable, shall not disclose to Isorad any information other than information relating to the accuracy of reports and payments delivered under this Agreement or to the existence and content of any agreements, contracts or arrangements which are not in line with the Agreement. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the auditor delivers the results of the audit. In the event that any audit performed under this Section 8.5 reveals an underpayment in excess of ten percent (10%) in any calendar year, the audited entity shall bear the full cost of such audit.

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8.6 Late Payments. Any payments by Company that are not paid on or before October 15th or April 15th or each year, as applicable, shall bear interest at the lower of (a) one and one percent (1%) per month and (b) the maximum rate allowed by law. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly. Payment of such interest by Company shall not limit, in any way, Xxxxxx’ right to exercise any other remedies Isorad may have as a consequence of the lateness of any payment.

8.7 Payment Method. Each payment due to Isorad under this Agreement shall be paid by check or wire transfer of funds to Isorad’s or if requested in writing by Xxxxxx—to Soreq’s account. If made by wire transfer, such payments shall be marked so as to refer to this Agreement.

8.8 Taxes; Withholding. All amounts payable hereunder are exclusive of applicable VAT, which shall be added to amounts due hereunder as applicable. If Company is required to withhold any amounts payable hereunder to Isorad due to the applicable laws of any country, such amount will be deducted from the payment to be made by Company and remitted to the appropriate taxing authority for the benefit of Isorad. Company will withhold only such amounts as are required to be withheld by applicable law in the country from which payment is being made. Company shall submit to Isorad originals of the remittance voucher and the official receipt evidencing the payment of the corresponding taxes with the applicable royalty report. Company will reasonably cooperate with Isorad to provide such information and records as Isorad may reasonably require in connection with any application by Xxxxxx to the tax authorities in any country, including attempt to obtain an exemption or a credit for any withholding tax paid in any country.

9. Patent Filing, Prosecution and Maintenance.

9.1 Existing Patent. Xxxxxx shall be responsible for the prosecution and maintenance of the Existing Patent and for payment of all the costs and expenses relating to such prosecution and maintenance.

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9.2 Joint Patents. Company shall, in consultation with Xxxxxx, be responsible for the preparation, filing, prosecution, protection and maintenance of all patents and patent applications within the Licensed Technology (including the 2022 Patents), excluding the Existing Patent. Unless otherwise agreed between Isorad and the Company, patent applications relating to the Licensed Technology (including the 2022 Patents), excluding the Existing Patent, shall be filed in no less than the following territories: Israel, the European Union (England, Germany and France), the USA and any additional country mutually agreed upon by the Parties (the “Mandatory Jurisdictions”). Company shall pay all patent-related expenses incurred in respect to the Licensed Technology (including the 2022 Patents), excluding the Existing Patent. Company shall further (a) instruct its patent counsel to furnish Isorad with copies of all correspondence relating to the patent rights in the Licensed Technology (including the 0000 Xxxxxxx) xxxx xxx Xxxxxx Xxxxxx Patent and Trademark Office (USPTO) and any other patent office, as well as copies of all proposed responses to such correspondence in time for Isorad to review and comment on each such response; (b) give Isorad an opportunity to review the text of each patent application before filing; (c) consult with Isorad with respect thereto; and (d) supply Isorad with a copy of the application as filed.

9.3 Abandonment. Should Company decide that it does not wish to pay for the preparation, filing, prosecution, protection or maintenance of any patent application or patent within the Licensed Technology (including the 2022 Patents), excluding the Existing Patent, in any country (each, an “Abandoned Licensed Patent”), Company shall provide Isorad with prompt written notice of such election. Upon receipt of such notice by Isorad, Company shall be released from its obligations pursuant to Section 9.2 hereof with respect to such Abandoned Licensed Patent, provided, however, that the Company shall remain responsible for expenses incurred prior to the receipt by Xxxxxx of such notice.

9.4 Effect of Abandonment of Licensed Patents. In the event of Company’s abandonment of a patent application or patent within the Licensed Technology (including the 2022 Patents) in any of the Mandatory Jurisdictions (“Abandoned Licensed Patents”), such abandonment in a Mandatory Jurisdiction shall constitute a material breach of this Agreement, entitling Isorad to terminate this Agreement pursuant to Section 13.2.

9.5 Marking. Company and its Affiliates shall mark all Licensed Products sold or otherwise disposed of by it in the United States with the word “Patent” and the number of all patent applications or patents included within the Licensed Technology (including the 2022 Patents) that cover such Licensed Products. All License Products shipped or sold in other countries shall be marked in such a manner as to conform to the patent laws and practice of the country to which such products are shipped or in which such products are sold for purposes of ensuring maximum enforceability of the patents within the Licensed Technology (including the 2022 Patents) in such country.

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10. Enforcement of Patent Rights.

10.1 Notice. In the event either Party becomes aware of any possible or actual infringement of any patent rights within Licensed Technology (including the 2022 Patents) in the Field (an “Infringement”), that Party shall promptly notify the other Party and provide it with details regarding such Infringement.

10.2 Suit by Company. Company shall take action in the prosecution, prevention, or termination of an Infringement. Before Company commences an action with respect to an Infringement, it shall consider in good faith the views of Isorad and Soreq and the other licensor of the Existing Patent, Global Fluids international (GFI) S.A (“GFI”) in making its decision whether to sue. Should Company elect to bring suit against an infringer, it shall keep Xxxxxx informed of the progress of the action and shall give Xxxxxx (and GFI) an opportunity in advance to consult with Company and offer its views about major decisions affecting the litigation. Company shall give careful consideration to those views and shall not take action that may, in a reasonable likelihood, adversely effect the patent protection outside the Field of the Existing Patent. Without limiting the above, Xxxxxx will notify Company in writing as soon as it becomes aware of any possible adverse effect as aforesaid. If Company fails to defend in good faith the validity and/or enforceability of the patent within the Licensed Technology (including the 2022 Patents) in the action, or if Company’s license to a patent or patent claim in the suit terminates, Isorad (by itself, or others, including by GFI) may elect to take control of the action pursuant to Section 10.3.Should Company elect to bring suit against an infringer and one or both Soreq and Isorad are joined as party plaintiff in any such suit, Xxxxxx shall have the right to approve the counsel selected by Company to represent Isorad/Soreq and Company, such approval not to be unreasonably withheld. The expenses of the suit or suits that Company elects to bring, including any expenses of Isorad and Soreq incurred in conjunction with the prosecution of such suits, if they are joined as party plaintiff in such a suit, or the settlement thereof, shall be paid for entirely by Company and Company shall hold Isorad and Soreq free, clear and harmless from and against any and all costs of such litigation, including attorney’s fees. Company shall not compromise or settle such litigation without the prior written consent of Isorad, which consent shall not be

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unreasonably withheld or delayed. Without limiting the generality of the aforesaid, no such settlement or compromise may in a reasonable likelihood adversely effect the patent protection outside the Field of the Existing Patent. Without limiting the above, Xxxxxx will notify Company in writing as soon as it becomes aware of any possible adverse effect as aforesaid. In the event Company exercises its right to sue pursuant to this Section10.2, it shall first reimburse itself and Isorad/Soreq out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorney’s fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Isorad shall receive an amount equal to 25% of such funds and the remaining 75% of such funds shall be retained by Company.

10.3 Suit by Xxxxxx. If Company does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 10.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within one-hundred and eighty (180) days after receipt of notice to Company by Xxxxxx of the existence of an Infringement, either or both of Isorad and Soreq may elect to do so without any liability or responsibility to the Company. In which case, with respect to the 2022 Patents, Company shall assign title to Isorad recording such patent as jointly owned by Company and Isorad. The expenses of such suit or suits that Isorad/Soreq elect to bring, including any expenses of Company incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for by Isorad/Soreq and they shall be entitled to the entire award, settlement, judgment and recovery. Isorad shall not compromise or settle such litigation without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, if and only if the compromise or settlement adversely affects the patents’ scope and protection in the Field.

10.4 In exercising its rights under the existing license with GFI, Isorad shall use its best commercial efforts to ensure that in case of enforcement of or litigation concerning the Existing Patent by GFI, the patent protection in the Field of the Existing Patent will not be adversely affected.

10.5 Counsel. In the event Company takes action in the prosecution, prevention, or termination of any Infringement pursuant to Section 10.2, and one or both Isorad and Soreq reasonably believe there is a conflict of interest between the Company’s interests and Xxxxxx’s own interests in connection with such action, Xxxxxx(s)and Soreq shall have the right to be represented by counsel of their own selection in such action at their own expense. Each party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted under this Section 10 by the other party.

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10.6 Cooperation. In any infringement suit as either Party or Soreq may institute to enforce the Licensed Patents pursuant to this Agreement, the other Party hereto shall, at the request and expense of the Party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

11. Warranties; Limitation of Liability.

11.1 Company’s Representations and Warranties. (a) Company represents and warrants that it will comply, and will ensure that its Affiliates comply, with all local, state, and international laws and regulations relating to the development, manufacture, use, sale and importation of Licensed Products. Without limiting the foregoing, Company represents and warrants that it will comply, and will ensure that its Affiliates comply, with all applicable export control laws and regulations (including, without limitation, Israeli and United States export control laws and regulations) and not sell, directly or indirectly, any Licensed Products but in compliance with the laws and regulations of Israel; (b) Company acknowledges and understands that the Existing Patent is licensed to a third party in the field of [***]; (c) Company has had an opportunity to ask questions and receive answers from Isorad and Soreq regarding the Licensed Technology and find it suitable for its needs and with no restrictions or limitations; (d) Company acknowledges and understand that the Licensed Technology is licensed and provided to the Company “as is” with no warranties or representations as to its use, development, ability to develop or commercialize any products and services and the like; (e) Company represents and warrants that there is no action, proceeding, inquiry or investigation pending or currently threatened against any of the Company or any of its founders, officers, directors and employees and/or to the Company’s contemplated activities and business. Neither the Company nor any of its founders, officers, directors and employees is a party to, or subject to the provisions of any order, writ, injunction, judgment or decree of any court or governmental agency or instrumentality.

11.2 Isorad represents and warrants: (i) that it has the authority to enter into and execute this Agreement; and that (ii) it has been granted the right to commercialize the Licensed Patents by Soreq.

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11.3 Disclaimer of Warranties.

11.3.1 EACH OF ISORAD AND SOREQ MAKES NO WARRANTIES WHATSOEVER AS TO THE SUCCESS, OR COMMERCIAL OR SCIENTIFIC VALUE, OF THE LICENSED TECHNOLOGY. EACH OF ISORAD AND SOREQ MAKES NO REPRESENTATION THAT THE LICENSED TECHNOLOGY WILL ENABLE THE DEVELOPMENT OF ANY PRODUCTS. EACH OF ISORAD AND SOREQ MAKES NO REPRESENTATION THAT THE PRACTICE OF THE LICENSED TECHNOLOGY OR THE DEVELOPMENT, MANUFACTURE, USE, SALE OR IMPORTATION OF ANY PRODUCT, OR ANY ELEMENT THEREOF, WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

11.3.2 NOTHING CONTAINED HEREIN SHALL BE DEEMED TO BE A WARRANTY BY XXXXXX AND/OR SOREQ THAT ANY PATENTS ON PATENT APPLICATIONS, IF ANY, INCLUDED IN THE LICENSED TECHNOLOGY WILL OR CAN BE OBTAINED, OR THAT ANY LICENSED PATENT WILL AFFORD ADEQUATE OR COMMERCIALLY WORTHWHILE PROTECTION.

11.3.3 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH OF ISORAD AND SOREQ MAKESNO WARRANTY WITH RESPECT TO ANY TECHNOLOGY (INCLUDING WITHOUT LIMITATION THE LICENSED TECHNOLOGY), DEVELOPMENT RESULTS, CONSULTING SERVICES, CONSULTING SERVICES RESULTS, LICENSED TECHNOLOGY (INCLUDING WITHOUT LIMITATION THE LICENSED PATENTS), GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.

11.4 Limitation of Liability.

11.4.1 EACH OF ISORAD AND SOREQ WILL NOT BE LIABLE TO THE COMPANY AND/OR TO ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OR (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.

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11.4.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, EXCEPT SOLELY IN CASE OF BREACH OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 11.2 ABOVE OR OF THE CONFIDENTIALITY IN SECTION 14 BELOW, ISORAD’S AND SOREQ’s AGGREGATE LIABILITY FOR ALL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, INCLUDING, WITHOUT LIMITATIONS, ANY DAMAGE RESULTING FROM THE CAPACITY AS SHAREHOLDER OF THE COMPANY,SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO ISORAD UNDER THIS AGREEMENT IN THE LAST 12 MONTHS PRIOR TO THE CLAIM GIVING RISE TO THE LIABILITY.

12. Indemnification and Insurance.

12.1 Indemnity. Company shall indemnify, defend and hold harmless Isorad and Soreq and their respective current and former directors, governing board members, trustees, officers, professional staff, employees and agents and their respective successors, heirs and assigns (collectively, the “Indemnitees”) from and against any claim, liability, cost, expense, damage, deficiency, loss or obligation or any kind or nature (including, without limitation, reasonable attorney’s fees and other costs and expenses of litigation) (collectively, “Claims”), arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning the practice or use of any of the Licensed Technology (including the 2022 Patents) by the Company, or any of its Affiliates or concerning any product, process, or service that is made, used, or sold pursuant to any right or license granted to the Company under this Agreement.

12.2 Procedures; Conditions. To receive indemnity, the Indemnitee must promptly provide written notice to the Company of any action or threatened action that would give rise to a claim for indemnity. The parties shall consult and cooperate with each other regarding the response to and the defense of any such Claim and the Company shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnitee, be entitled to and shall assume the defense or represent the interests of the Indemnitee in respect of

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such Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings on behalf of the Indemnitee and to propose, accept or reject offers of settlement, all at its sole cost; provided, however, that no such settlement shall be made without the written consent of the Indemnitee, such consent not to be unreasonably withheld. It is hereby clarified, that the Company shall not be liable for any settlement of any matter for which it does not provide its written consent in advance, such consent not to be unreasonably withheld.

12.3 Insurance. The Company shall maintain insurance that is reasonably adequate to fulfill any potential obligation to the Indemnitees under this Section 12, taking into consideration, among other things, the nature of the products or services commercialized. Isorad and Soreq shall be added as co-insured parties under such insurance policy. The Company hereby undertakes to comply punctually with all obligations imposed upon it under such policies, including without limitation the obligation to pay in full and punctually all premiums and other payments due under such policies. The Company shall provide Isorad upon request with written evidence of such insurance. The Company shall continue to maintain such insurance after the termination of this Agreement during any period in which the Company or any Affiliate continues to make, use, or sell Licensed Products, and thereafter for a period of seven (7) years.

13. Term and Termination.

13.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 13, shall continue in full force and effect in perpetuity.

13.2 Termination for Default. In the event that either the Company or Xxxxxx commits a material breach of its obligations under this Agreement and fails to cure that breach within one hundred and eighty (180) days after receiving written notice thereof, the other party (i.e. Isorad or the Company) may terminate this Agreement immediately upon written notice to the Party in breach. In addition to the foregoing, Isorad shall be entitled to terminate this Agreement in accordance with the provisions of Section 5.4. During this 180-day period the parties will have at least one meeting at the request of either party and on such date that is coordinated with all parties involved, and will thereafter reasonably maintain an open line of communications; provided that no extension of time shall be provided if such first meeting is delayed or eventually not scheduled and nothing in the sentence above may be interpreted to delay or hold the 180-day counting.

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13.3 Bankruptcy. Isorad may terminate this Agreement upon notice to Company if Company becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Company and not dismissed within ninety (90) days, or if the other party becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business.

13.4 Termination By Xxxxxx. Isorad may terminate this Agreement upon 30 business days prior written notice if in any Semi Annual Report the royalties payable to Isorad are Zero AND if during the period covered by such Semi Annual Report, the Company has done any of the following: abandoned, failed to renew, missed a patent office deadline or otherwise failed to prosecute and maintain any of the patents and patent applications under the Licensed Technology (including the 2022 Patents) whose due date/deadline fell within that period of the Semi Annual Report or has not filed a patent application covering an invention made in the period of the previous Semi Annual Report which the parties have agreed to file as a patent application.

13.5 Effect of Expiration of the Royalty Period.

Upon the expiration of the Royalty Period, the License shall become: (i) royalty-free, worldwide, non-exclusive in respect to the Soreq Patents (as defined below); and (ii) royalty-free, worldwide, exclusive in the Field in respect to the Licensed Technology, excluding the Soreq Patents. All other terms and conditions of this Agreement shall remain unchanged and unaffected, including, without limitations, that the License is non-sublicensable and non-transferable and the obligation to pay the Exit Consideration.

As used herein, the term “Soreq Patents” means patents and patent applications claiming Consulting Results and/or Development Results whose at least one of the inventors is a Soreq’s or Xxxxxx’s employee. Inventorship of inventions will be determined in accordance with principles of the applicable law.

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13.6 Effect of Early Termination.

13.6.1 The License and the Licensed Technology. Upon termination of this Agreement by either the Company or Isorad pursuant to 13.2 or 13.3 or 13.4 above: (a) the rights and licenses granted to Company by Isorad under this Agreement shall terminate and Company shall have no further right to exploit the Licensed Technology (including the 2022 Patents);(b) the Company shall transfer and assign to Isorad its right, title and interest in and to all of the Consulting Services Results, Development Results, the 2022 Patents and any information and documents, in whatever form, relating thereto and the Company shall fully cooperate with Isorad to effect such transfer and assignment and shall execute any document and perform any acts required to do so; and (c) Isorad shall have the unrestricted right to exploit Licensed Technology (including the 2022 Patents) without obligation to Company.

13.6.2 Accruing Obligations. Termination of this Agreement shall not relieve the parties of obligations accruing prior to such termination, including obligations to pay amounts accruing hereunder up to the date of termination.

13.6.3 Return of Materials. Upon termination of this Agreement by either the Company or Isorad pursuant to 13.2 or 13.3 or 13.4 above, the Company shall return or transfer to Isorad, within 14 days of termination hereof, all material, in soft or hard copy, relating to the Licensed Technology or Licensed Products connected with the License, and it may not make any further use thereof. In case of termination as set out herein, the Company will not be entitled to any reimbursement of any amount paid to Isorad under this Agreement. Isorad shall be entitled to conduct an audit in order to ascertain compliance with this provision and the Company agrees to allow access to Isorad or its representatives for this purpose.

13.7 Survival. The parties’ respective rights, obligations and duties under Sections3.2, 4.3, 4.4, 6.4, 7, 8, 11, 12, 13.5, 13.7, 14 and 15 as well as any rights, obligations and duties which by their nature extend beyond the termination of this Agreement, shall survive termination of this Agreement.

14. Confidentiality.

Each Party agrees that it will keep confidential, and not disclose or use Confidential Information (as defined below) other than for the purposes of this Agreement. Each Party shall treat such Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. Each Party may disclose the other Party’s Confidential Information only on a “need to know” basis subject to agreements which impose confidentiality and non-use obligations comparable to those set

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forth in this Agreement. For purposes of this Agreement, “Confidential Information” means any scientific, technical, trade or business information relating to the subject matter of this Agreement designated as confidential or which otherwise should reasonably be construed under the circumstances as being confidential disclosed by or on behalf of a Party hereto or any of its employees, whether in oral, written, graphic or machine-readable form, except to the extent such information: (i) was known to the receiving Party at the time it was disclosed, as evidenced by such party’s written records at the time of disclosure; (ii) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement; (iii) is lawfully and in good faith made available to the receiving Party by a third party who is not subject to obligations of confidentiality with respect to such information; or (iv) is independently developed without the use of or reference to Confidential Information, as demonstrated by documentary evidence.

15. Assignment.

The Company may not assign its rights under the Agreement without Xxxxxx’s prior written consent, which consent shall not be unreasonably withheld conditioned or delayed and if given, may be conditioned by Xxxxxx on, inter alia, the payment of a fee or other consideration in relation thereto. Any Exit Event or change in the Control in the Company constitutes an assignment of this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of the Party’s respective successors and assigns. Isorad may assign this Agreement and any right and obligation herein at any time and upon written notice to the Company to Soreq and to any other Affiliate of Isorad or Soreq. For clarity, in this section 15, the term “Company” refers to each of SM Israel, SMX and Empatan

16. Security.

The Company acknowledges and agrees that Isorad is a governmental company (as described in the Governmental Company Law, 1975) and, as such, there are rules and restrictions that Isorad and all other entities entering into business with Isorad are subject to, including, inter alia, regarding security and confidentiality. Isorad maintains requirements regarding such matters, which requirements have been made available to the Company. The Company agrees to adhere to all such requirements as they apply to this Agreement and the rights and obligations herein as they exist today and as they may be amended or supplemented in the future.

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17. Miscellaneous.

17.1 No Security Interest. Company shall not enter into any agreement under which Company grants to or otherwise creates in any third party a security interest in this Agreement or any of the rights granted to Company herein. Any grant or creation of a security interest purported or attempted to be made in violation of the terms of this Section 18.1 shall be null and void and of no legal effect.

17.2 Use of Name. Company shall not, and shall ensure that its Affiliates or any one on its behalf shall not use the name or insignia of Isorad or Soreq or the name of any of their officers, employees, contractors, consultants or any adaptation of such names, without the prior written approval of Xxxxxx and Soreq. Xxxxxx shall not use the name or insignia of Company, or the name of any Company’s employees, contractors, consultants orIsorad or any adaptation of such names, without the prior written approval of Company.

17.3 No Third Party Beneficiary. Except for Soreq, the IAEC, the Government of Israel and the Affiliates of each of the foregoing (and their successors and assigns) and other than the Affiliates of Isorad (and their successors and assigns), there is no other third party beneficiary under this Agreement.

17.4 Entire Agreement. Subject to the Condition Precedent in Section 17.14 below: This Agreement amends and restates the Original License Agreement. The parties acknowledge and agree that the Original License Agreement is hereby terminated and that, notwithstanding anything in the Original License Agreement to the contrary, any rights and/or obligations of either party under the Original License Agreement prior to the termination thereof shall be deemed to be rights and/or obligations of such party under this Agreement. This Agreement, together with the Addendum and the Exhibits hereto, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes and cancels all previous express or implied agreements and understandings, negotiations, writings and commitments, either oral or written, in respect to the subject matter hereof between the Parties. The Exhibits to the Agreement are incorporated herein by reference and shall be deemed a part of the Agreement. The Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representatives of Isorad and SM Israel.

17.5 Notices. Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and may be delivered personally, or may be sent by facsimile, overnight delivery or certified mail, return receipt requested, to the following addresses, unless the parties are subsequently notified of any change of address in accordance with this Section 17.5:

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If to Company:		Security Matters Ltd. (for and which shall also constitute a notice to SMX and Empatant)
		At Afik and Co., Attorneys and Notary
		103 XxXxxxxxxxxx xx. XXX 00000
		Xxx Xxxx 0000000, Xxxxxx
		e-mail: xxxxx@xxxxxxx.xxx
		Facsimile: x000-0-0000000
		Attention: Xxxxx Xxxx, Esq.
If to Isorad:
		Xxxxx XXX, Xxxxx 000000, Xxxxxx
		[***]
		Attention: Legal Counsel
		Xxxxx Xxxxx Zedek Xxxxxx Xxxxxx
With a copy to (which		000 Xxxxx Xxx. Azrieli Sarona Tower, 53rd floor,
will not constitute a		Tel Aviv, Israel
notice):		e-mail: XxxxX@XxxxxXxxxx.xxx
		Attention: Xxxx Xxxxxxxxx, Adv.

Any notice shall be deemed to have been received as follows: (a) by personal delivery, upon receipt; (b) by facsimile or overnight delivery, one business day after transmission or dispatch; (c) by certified mail, as evidenced by the return receipt. If notice is sent by facsimile, a confirming copy of the same shall be sent by mail to the same address.

17.6 Governing Law and Jurisdiction. This Agreement and any matter related or resulting from this Agreement shall be governed by and construed in accordance with the laws of Israel, without regard to the application of principles of conflicts of law. The Parties hereby consent to personal jurisdiction in Israel and agree that the competent court in Tel-Aviv-Jaffa shall have sole jurisdiction over any and all matters arising from or relating to this Agreement.

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17.7 Headings. Section and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.

17.8 Counterparts. The Parties may execute this Agreement in two or more counterparts, each of which shall be deemed an original.

17.9 Amendment; Waiver. This Agreement may be amended, modified, superseded or canceled, and any of the terms may be waived, only by a written instrument executed by Xxxxxx and SM Israel through its authorized signatories or, in the case of waiver, by the party waiving compliance. The delay or failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the rights at a later time to enforce the same. No waiver by either party of any condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement.

17.10 No Agency or Partnership or Representation. Nothing contained in this Agreement shall give either party the right to bind the other, or be deemed to constitute either party as agent or representative for or partner of the other or any third party.

17.11 Force Majeure. Neither party will be responsible for delays resulting from causes of fire, explosion, flood, war, strike, or riot, provided that these events are directly preventing the nonperforming party to perform its obligations under this Agreement and the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.

17.12 Interpretation. Each party hereto acknowledges and agrees that: (a) it and/or its counsel reviewed and negotiated the terms and provisions of this Agreement and has contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (c) the terms and provisions of this Agreement shall be construed fairly as to both parties hereto and not in favor of or against either party, regardless of which party was generally responsible for the preparation of this Agreement.

17.13 Severability. If any provision of this Agreement is ruled invalid or unenforceable by any court of competent jurisdiction, the remainder of this Agreement shall not be affected and the invalid or unenforceable provision shall be reformed or construed to reflect the commercial understandings between the parties so that it would be valid, legal and enforceable to the maximum extent possible.

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17.14 Condition Precedent: This Agreement shall enter into effect only subject to and upon closing of the Business Combination on or before June 30, 2023.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

Isorad Ltd.						Security Matters, Ltd.
By:						By:
Name:						Name:
Title:						Title:
By:						By:
Name:						Name:
Title:						Title:
Security Matters Limited						Empatan Public Limited Company
By:						By:
Name:						Name:
Title:						Title:

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Exhibits:

Exhibit A – SOW

Exhibit B - Consulting Services Terms and Conditions

Exhibit C – [deleted]

Exhibit D – the Existing Patent

Exhibit D1 – the 2022 Patents

Exhibit E – deleted

Exhibit F – [***]

Exhibit G – Assignment

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Exhibit A – SOW

Exhibit B - Consulting Services Terms and Conditions

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Exhibit C – [deleted]

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Exhibit D - Existing Patent

US Patent number 8158432 B2, titled “Method and system for marking and determining the authenticity of liquid hydrocarbons”

Publication number		US8158432 B2
Publication type		Grant
Application number		US 10/480,012
PCT number		PCT/IL2002/000431
Publication date		Apr 17, 2012
Filing date		Jun 3, 2002
Priority date		Jun 4, 2001

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Exhibit E – deleted

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Exhibit F – [***]

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Exhibit G

ASSIGNMENT LETTER

Made as a Deed

This ASSIGNMENT AGREEMENT (the “Agreement”) is made this 02 day of January 2023, by and Isorad Ltd, of (“Isorad”) and Security Matters Ltd. an Israeli corporation PC # 515125771, having a place of business at Kibbutz Xxxxxx, XX XxxxxXxxxx 0000000, Xxxxxx on the other hand (the “Company”). Yissum and the Company shall be referred each as a “Party”, and together as the “Parties”.

WHEREAS, on January 02, 2023, the Parties signed an Amended and Restated License Agreement (the “R&L Agreement”); and

WHEREAS, pursuant to the R&L Agreement, the formal ownership of the 2022 Patents have been registered solely in the name of the Company and they shall be regarded as Licensed Patents; and

WHEREAS, the Parties have agreed that, upon the occurrence of certain Events (as defined below), the Company shall assign and transfer to Isorad rights, title and ownership in and to the 2022 Patents and thereafter Isorad shall become the joint owner of such 2022 Patents; all in accordance with the terms and conditions of this Agreement;

NOW THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:

1. Preamble

1.1 The recitals hereto constitute an integral part hereof.

1.2 The headings of the sections in this Agreement are for the sake of convenience only and shall not serve in the interpretation of the Agreement.

1.3 All capitalized terms not defined herein shall have the meaning ascribed to such terms in the R&L Agreement.

1.4 In this Agreement the following expressions shall have the meanings appearing alongside them, unless the context otherwise requires:

“Effective Date” shall mean the date of occurrence of the earliest of the Events.

“Event(s)” shall mean a situation in which Company is declared bankrupt, is voluntarily or involuntarily dissolved, or otherwise ceases operation or if the R&L Agreement is terminated by Isorad pursuant to its Section 13.2 or 13.3.

“Intellectual Property Rights” shall mean any and all rights relating to intellectual property, including without limitation, all inventions, patents and patent applications, including all re-issuances, continuations, continuations-in-part, divisions, revisions, extensions and re-examinations thereof.

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2. Assignment of 2022 Patents.

2.1 Upon the Effective Date, the Company shall assign, convey and transfer to Isorad, its successors and assigns, right, title and interest in and to any 2022 Patents, including all Intellectual Property Rights therein, and all rights and benefits under any applicable law, treaty or convention, and thereafter Isorad shall become the joint owner of such 2022 Patents.

2.2 Subsequent to an assignment pursuant to this Agreement, the Company or its successors, legal representatives or assigns shall notify Isorad, its successors, legal representatives and assigns, of any facts known to it regarding said 2022 Patents, testify in any legal proceeding, sign all lawful papers, execute all divisional, continuing, reissue and foreign applications, make all rightful oaths, and generally do everything possible to assist Xxxxxx, its successors, legal representatives and assigns, to obtain and enforce proper protection, joint ownership and rights of use for said 2022 Patents in all countries.

2.3 In the event the Company, its successors, legal representatives or assigns fail to execute and deliver such documents and instruments promptly upon Xxxxxx’s request, Xxxxxx is hereby authorized and appointed attorney-in-fact of and for the Company to make, execute and deliver any and all such documents and instruments.

3. Governing Law and Jurisdiction. The provisions of this Agreement and everything concerning the relationship between the Parties in accordance with this Agreement shall be governed by the laws of the State of Israel and exclusive jurisdiction shall be granted to the appropriate courts in Tel Aviv, Israel.

4. Miscellaneous. This Agreement supersedes any prior understanding, agreement, practice or contract, oral or written, between the Parties with respect to the matters covered by this Agreement. This Agreement may not be modified except by written instrument signed by all Parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. This Agreement shall be binding upon the Parties’ heirs, executors, administrators, successors, and assigns. The invalidity of any provision of this Agreement shall not result in the invalidity of the entire Agreement.

AS WITNESS THE HANDS OF THE PARTIES:

Security Matters Ltd.						Isorad Ltd.
By:						By:
Name:						Name:
Title:						Title:
Date:						Date:

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