0001144204-07-045317 Sample Contracts

SECOND AMENDED AND RESTATED RESEARCH AND LICENSE AGREEMENT
Research and License Agreement • August 20th, 2007 • Brainstorm Cell Therapeutics Inc • Biological products, (no disgnostic substances)

This Second Amended and Restated Research and License Agreement is entered into as of this 26th day of July, 2007, by and between Brainstorm Cell Therapeutics Inc., a company formed under the laws of the State of Delaware, having a place of business at 1350 Avenue of the Americas New York, NY 10019 (“Licensee”) and Ramot at Tel Aviv University Ltd., a company formed under the laws of Israel, having a place of business at Tel Aviv University in Ramat-Aviv, Tel Aviv 61392, Israel (“Ramot”), for the purpose of amending and replacing the Research and License Agreement between the parties dated March 30, 2006 (the "First Amended and Restated Research and License Agreement"), which replaced the previous Research and License Agreement between the parties dated July 12, 2004 (the “Original Agreement”).

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SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2007 • Brainstorm Cell Therapeutics Inc • Biological products, (no disgnostic substances) • New York

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of the 1st day of August, 2007, by and among Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), and Ramot at Tel Aviv University Ltd. ("Ramot").

Re: Waiver and Release
Brainstorm Cell Therapeutics Inc • August 20th, 2007 • Biological products, (no disgnostic substances)
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