AMENDMENT TO LICENSE AGREEMENT
EXHIBIT 10.1(iii)
AMENDMENT
TO LICENSE AGREEMENT
Made in
Jerusalem this 11 day of September 2007, by and between:
YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW
UNIVERSITY OF JERUSALEM, of Hi Tech Park, Xxxxxx X. Xxxxx Xxxxxx, Xxxxx
Xxx, Xxxxxxxxx 00000 Israel, Fax: x000-0-000 6689; ( “Yissum”); and
BIOCANCELL THERAPUEUTICS LTD., of Beit Xxxx,
Har Hotzvim, Jerusalem (the “Company”)
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WHEREAS:
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the
Company and Yissum executed an amended and restated license agreement on
November 14, 2005 (the “License
Agreement”), pursuant to which the Company obtained an exclusive
license to certain patents owned by Yissum based upon the inventions of
Xxxxxxxxx Xxxxxxx Xxxxxxxx (the “Researcher”); and
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WHEREAS:
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The
Parties wish to amend certain aspects of the License
Agreement.
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NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:
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1.
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Interpretation
and Definitions
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1.1.
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The
preamble constitutes an integral part this Amendment and shall be read
jointly with its terms and
conditions.
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1.2.
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Capitalized
terms set forth in this Amendment and which are not defined, shall have
the meaning ascribed thereto in the License
Agreement.
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1.3.
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Unless
otherwise indicated herein, the terms and conditions of the License
Agreement shall apply to this
Amendment.
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1.4.
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The
headings of the sections in this Amendment are for the sake of convenience
only and shall not serve in the interpretation of the
Amendment.
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2.
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Ownership
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2.1.
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Section
5 shall be amended to read as
follows:
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5.1
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All
rights in and to the Licensed Technology shall be owned by Yissum, and the
Company shall hold the rights granted pursuant to the License hereunder
and make use of them exclusively in accordance with the terms of this
Agreement. The Research Results resulting from the Research conducted in
Section 4.4 shall be exclusively owned by Yissum, shall form part of the
Licensed Technology and shall be licensed to the Company under the same
terms and conditions of this
Agreement.
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5.2
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Notwithstanding
the foregoing, in light of the current requirements of the Office of the
Chief Scientist of the Israel Ministry of Industry, Trade and Labor (the
“OCS”), the Parties agree that all intellectual property rights developed
pursuant to this Agreement using OCS funding, including, but not limited
to, intellectual property rights arising from the conduct of clinical
trials funded by the OCS, (“OCS
IP”) will be fully and absolutely owned by the Company. In the
event that the Company receives such OCS funding, it will provide Yissum
with sufficient written documentation to enable the Parties to define what
intellectual property will be subject to provisions of this section.
Nevertheless, (i) should there be a change in OCS requirements concerning
ownership of intellectual property that are applicable to the OCS IP; or
(ii) should the Company be voluntarily or involuntarily dissolved, all
rights in OCS IP shall revert, as far as legally possible and appropriate,
to Yissum, subject, if required, to the approval of the OCS. The Company
agrees to take all reasonable steps necessary to assign or have assigned
ownership of such OCS IP to
Yissum.
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REST
OF PAGE LEFT DELIBERATELY BLANK
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IN
WITNESS THE HANDS OF THE PARTIES
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YISSUM
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THE
COMPANY
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By:
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/s/ Xxxx Swerky
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By:
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/s/ Xxx Xxxxx
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Name:
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Xxxx Swerky
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Name:
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Xxx
Xxxxx
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Title:
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Pres
& CEO
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Title:
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Chief Executive Officer
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Date:
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16.9.07
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Date:
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Sep
11, 2007
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By:
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/s/ Xxx Frantenberg
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By:
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/s/ Xxx Xxxxxxxxx
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Name:
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Xxx Frantenberg
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Name:
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Xxx Xxxxxxxxx
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Title:
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General
Counsel
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Title:
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CFO
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Date:
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16.9.07
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Date:
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Sept.
10, 2007
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I the
undersigned, Xxxx. Xxxxxxx Xxxxxxxx, have reviewed, am familiar with and agree
to all of the above terms and conditions. I hereby undertake to cooperate
fully with Yissum in order to ensure its ability to fulfill its obligations
hereunder, as set forth herein.
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16/9/07
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Xxxx.
Xxxxxxx Xxxxxxxx
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Date
signed
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