EXHIBIT 10.2
LETTER OF INTENT
This Letter of Intent made and entered into the 30th day of April, 2004, by and
between Golden Hand Resources Inc., (the "Corporation"), Ramot at Tel Aviv
University Ltd., a company organized under the Laws of the State of Israel, with
offices located at 32 X. Xxxxxxx, Tel Aviv, Israel ("Ramot").
RECITALS
Ramot is the owner of certain technology relating to stem cells which has
been developed by Xxxxxxxxx Xxxxx Xxxxxxx ("Xxxxxxx"), Xx. Xxxxx Xxxxx ("Xxxxx")
and Xxxxxx Xxxx ("Xxxx") at the Felsenstein Medical Research Center of Tel Aviv
University (the "Technology").
The Corporation is a corporation whose shares are publicly traded. The
Corporation wishes to obtain a license with respect to the Technology pursuant
to a research and license agreement between it and Ramot.
TERMS
1. The Corporation confirms that it intends, on a best efforts basis, to
raise certain capital in order to pursue the goals of the Corporation in
connection with the licensed Technology under such terms and conditions as the
Board of Directors of the Corporation shall determine at that time.
2. The undersigned parties will enter into good faith negotiations in an
effort to agree upon the specific terms of a research and license agreement with
respect to the Technology (the "Research and License Agreement"). It is the
intention of the Corporation to further develop and commercialize the Technology
pursuant to the terms to be agreed upon in the Research and License Agreement.
3. As part of the consideration for the license to be granted under the
Research and License Agreement, Ramot, Melamed, Offen and Levy will receive
warrants to purchase shares of the Corporation's common stock, pursuant
to such terms and conditions as shall be negotiated between the parties.
NON-BINDING EFFECT
1. This agreement, except for paragraphs 2 and 3 below, is a non-binding
Letter of Intent and shall not constitute a binding agreement until formal
documentation is executed between the parties. However, it is the intention of
the parties to negotiate in good faith the terms and conditions set forth
herein.
2. Ramot agrees that during the period of this Letter of Intent, they will
not negotiate with other parties relating to the matters set forth herein.
3. The agreement set forth in this Letter of Intent shall remain in
existence for a period of one hundred and twenty (120) days from the date
hereof.
GOLDEN HAND RESOURCES, INC.
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: President
RAMOT, AT TEL AVIV UNIVERSITY LTD.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: CEO
