Common use of Development and Commercialization Clause in Contracts

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with the Development Plan approved by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order to achieve the commercialization goals set forth above. In case of a need to modify dates of the achievement of the development milestones set forth in the Development Plan (the “Development Milestones”) a prior notice regarding the modification will be sent to Yissum by the Company. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results. 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per twelve (12) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Y▇▇▇▇▇ informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum’s request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the Development Results and any other related work effected by the Company or by any Affiliate or Sublicensee during the twelve (12) month’ period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the twelve (12) month’ period prior to the report; (c) the Company’s plans in respect of the testing, undertaking of trials or commercialization of Products for the following twelve (12) months . 5.3. The Company, subject to its sole discretion, shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field. 5.4. If the Company shall not meet the Development Milestones or shall not commercialize the Products within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 17.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company’s failure to meet its obligations of diligence and shall allow the Company sixty (60) working days to cure such failure of diligence. The Company’s failure to cure within such sixty (60) working days period to Yissum’s reasonable satisfaction shall be a material breach of this Agreement, entitling Yissum to immediate termination under Section 15.2 below. Despite the above, if the Company’s is acting in good faith and in a diligent manner to meet the Development Milestone, the time line to reach the Development Milestone will be automatically extended by six (6) month. 5.5. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.6. The Company agrees to provide Yissum and/or the University (for no consideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, for academic research purposes only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its best commercial reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order order, inter alia, to achieve the commercialization goals set forth above. In case of a need , upon Yissum’s prior written approval (not to modify be unreasonable withheld), but without derogating from the dates of the achievement of the development milestones set forth in the Development Plan (the “Development Milestones”) a prior notice regarding the modification will be sent to Yissum by the Companythis Section 5. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent PCB Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”). 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per twelve every six (126) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Y▇▇▇▇▇ Yissum informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum’s 's request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sublicensee Sub-Licensee during the twelve six (126) month’ month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the twelve six (126) month’ month period prior to the report; (c) the Company’s plans in respect of the testing, undertaking of trials or testing and commercialization of Products for the following twelve six (126) months months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company, subject to its sole discretion, Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the FieldField that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion). 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from such Product on a regular and consistent basis. 5.5. If the Company shall not meet the PCB Development Milestones or shall and not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 17.9, below18.8; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company’s 's failure to meet its obligations of diligence to achieve the PCB Development Milestones and shall allow the Company sixty one hundred and eighty (60180) working days to cure such failure of diligencefailure. The Company’s 's failure to cure such failure within such sixty one hundred and eighty (60180) working days day period to Yissum’s 's reasonable satisfaction shall be result in the immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a material breach maximum of this Agreement, entitling Yissum to immediate termination under Section 15.2 below$[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Despite the above, if the Company’s is acting in good faith and in a diligent manner to meet the Development MilestoneOnce begun, the time line to reach Annual PCB License Maintenance Fee shall be payable by the Development Milestone will Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be automatically extended by six (6) monthcredited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in Section 7.3, below. 5.55.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.65.7. The Company agrees to provide Yissum and/or the University (for no considerationmore than the cost of production) a reasonable number of units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with a written plan and timetable for the Development Plan approved by Yissum, development and the commercialization of Products a copy of which is attached to this Agreement as Appendix B. C. The Development Plan may be modified from time to time by the Company as reasonably required in order to achieve the commercialization goals set forth above. In case of a need to modify dates of the achievement of the development milestones set forth in the Development Plan (the “Development Milestones”) a prior notice regarding the modification will , upon Yissum’s approval, which shall not be sent to Yissum by the Companyunreasonably denied, conditioned or delayed. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results. 5.2. The Parties shall establish a steering committee (the “Committee”) to oversee the exercise of the License including the Company’s development efforts. Each Party shall be entitled to designate two representatives to the Committee (the “Representatives”), which shall meet at least once every six (6) months. The Representatives shall be bound by the confidentiality arrangements set out in this Agreement. The Company shall consult with Yissum, via Yissum's Representatives, in respect of significant decisions related to the exercise of the License. For the avoidance of doubt, the Committee shall be a forum for the exchange of information between the Parties with respect to the foregoing matters, shall act only in an advisory capacity and shall not have decision-making powers. The Company shall (i) prepare and provide to Yissum via Yissum's Representatives with periodic written reports (“Development Reports”) not less than once per twelve every six (126) months from the Effective Date concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Y▇▇▇▇▇ Yissum informed via Yissum's Representatives on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum’s 's reasonable request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the Development Results and any other related work effected by the Company or by any Affiliate or Sublicensee during the twelve (12) month’ six month period prior to the report. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; sales forecasts, (b) manufacturing, sublicensing, marketing if any have been made in the regular course of the Company's business; a description of any corporate transaction involving the Products or the Licensed Technology; and sales during the twelve (12) month’ period prior shall detail all proposed changes to the report; (c) Development Plan, including the Company’s plans in respect of the testing, undertaking of trials or commercialization of Products for the following twelve (12) months reasons therefore. 5.3. The Company, subject to its sole discretion, Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology Product in the Field. In the event that the Company shall decide not to pursue the development of a particular indication or use of the Product, the Company shall use its best commercial efforts to sublicense the particular indication or use of the Product. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize Net Sales of such Product on a regular and consistent basis. Payments of the License Maintenance Fee as set forth in section 7, below, shall not release the Company from its obligation as stated in this section. If the Company shall not meet the Development Milestones or shall not commercialize the Products within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 17.9, belowmajeure; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company’s 's failure to meet its obligations of diligence and shall allow the Company sixty ninety (6090) working days to cure such its failure of diligence. The Company’s 's failure to cure within such sixty (60ninety(90) working days day period to Yissum’s 's reasonable satisfaction shall be a material breach of this Agreement, entitling Yissum to immediate termination under Section 15.2 below. Despite the above, if the Company’s is acting in good faith and in a diligent manner to meet the Development Milestone, the time line to reach the Development Milestone will be automatically extended by six (6) month. 5.5. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.6. The Company agrees to provide Yissum and/or the University (for no consideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, for academic research purposes only.

Development and Commercialization. 5.1. 5.1 The Company undertakes, at its own expense, to use its best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with the Development Plan approved by YissumLicensors, a copy of which is will be attached to this Agreement as Appendix B. B within thirty (30) days of the Effective Date. The Development Plan may be modified from time to time by the Company as reasonably required in order to achieve the commercialization goals set forth above. In case of a need to modify , upon Licensors’ prior written approval, but without derogating from the dates of the achievement of the development milestones set forth in Appendix B under the heading Development Plan Milestones (the “Development Milestones”) a prior notice regarding the modification will be sent to Yissum by the Company). All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results. Whenever in this Agreement it is specified that consent or approval is required to be given by the Licensors it is agreed that such consent or approval shall not be unreasonably withheld or delayed. 5.2. 5.2 The Company shall (i) provide Yissum Licensors with periodic written reports (“Development Reports”) not less than once per twelve every six (126) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Y▇▇▇▇▇ Licensors informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum’s Licensors’ request, from time to time, provide Yissum Licensors with further information relating to the Company’s ’ s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: : (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the Development Results and any other related work effected by the Company or by any Affiliate or Sublicensee during the twelve six (126) month’ month period prior to the report, , (b) manufacturing, sublicensing, marketing and sales during the twelve six (126) month’ month period prior to the report; (c) the Company’s plans in respect of the testing, undertaking of trials or commercialization of Products for the following twelve six (126) months months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected - or actual- completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Licensors’ review and approval. The Company shall also make reasonable efforts to provide Licensors with any reasonable additional data that Licensors require to evaluate the performance of the Company hereunder. 5.3. 5.3 The Company, subject to its sole discretion, Company shall pursue the development and registration of all Products. 5.4 Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable indications or uses actions necessary to maximize Net Sales of the Licensed Technology in the Fieldsuch Product on a regular and consistent basis. 5.4. 5.5 If the Company shall not meet the Development Milestones or shall not commercialize the Products within a reasonable the time frameframe agreed to in the Development Plan, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 17.9, below; or (iii) unless the Company and Yissum Licensors have agreed in writing to amend the Development Plan, Yissum Licensors shall notify the Company in writing of the Company’s failure to meet its obligations of diligence and shall allow the Company sixty (60) working days to cure. If, to Yissumי s reasonable satisfaction, the Company is diligently taking measures to cure such failure within the sixty (60) days and such cure cannot be affected within the sixty (60 days period, Licensors may, at their sole discretion, notify the Company in writing that it is extending the period given to cure such failure by an additional period of diligence. up to sixty (60) days.. The Company’s failure to cure within such sixty (60) working days day period (or the extended cure period) to Yissum’s Licensors’ reasonable satisfaction shall be a material breach of this Agreement, entitling Yissum Licensors to immediate termination under Section 15.2 below. Despite the above, if the Company’s is acting in good faith and in a diligent manner to meet the Development Milestone, the time line to reach the Development Milestone will be automatically extended by six (6) month. 5.5. 5.6 The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, regulations and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.6. 5.7 The Company agrees to provide Yissum and/or Licensors or the University or Rijeka (for no consideration) a reasonable number of units of any Product developed and/or or manufactured under this Agreement, for academic research purposes only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with the Development Plan approved by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order to achieve the commercialization goals set forth above. In case of a need to modify , upon Yissum’s prior written approval, but without derogating from the dates of the achievement of the development milestones Milestones set forth in the Development Plan (the “Development Milestones”) a prior notice regarding the modification will be sent to Yissum by the Companythis Section 5. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results.. Notwithstanding anything to the contrary contained herein, the Company undertakes to meet all of the following milestones (the “Development Milestones”) attached as Appendix B. 5.2. The Company shall at the request of Yissum (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every twelve (12) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Y▇▇▇▇▇ Yissum informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum’s request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the Development Results and any other related work effected by the Company or by any Affiliate or Sublicensee during the twelve (12) month’ months period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the twelve six (126) month’ months period prior to the report; (c) the Company’s plans in respect of the testing, undertaking of trials or commercialization of Products for the following twelve (12) months months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company, subject to its sole discretion, Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize Net Sales of such Product on a regular and consistent basis. Payments of the License Maintenance Fee as set forth in Section ‎7 below, shall not release the Company from its obligation as stated in this Section. 5.5. If the Company shall not meet the Development Milestones or shall not commercialize the Products within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 17.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company’s failure to meet its obligations of diligence and shall allow the Company sixty (60six(6) working days months to cure such failure of diligence. The Company’s failure to cure within such sixty six (606) working days months period to Yissum’s reasonable satisfaction shall be a material breach of this Agreement, entitling Yissum to immediate termination under Section 15.2 below. Despite the above, if the Company’s is acting in good faith and in a diligent manner to meet the Development Milestone, the time line to reach the Development Milestone will be automatically extended by six (6) month. 5.55.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.65.7. The Company agrees to provide Yissum and/or the University (for no consideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, for academic research purposes only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its best commercially reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with the Development Plan approved by YissumPlan, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order to achieve the commercialization goals set forth above. In case of a need in the Development Plan; provided, however, that changes to modify the specified dates of for the achievement of the development milestones Milestones set forth in the Development Plan (the “Development Milestones”) a shall be subject to Yissum’s prior notice regarding the modification will written approval, not to be sent to Yissum by the Companyunreasonably conditioned, withheld or delayed. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercially reasonable efforts to meet the Development Milestones. 5.2. The Parties shall establish a steering committee (the “Committee”) to be a forum for the exchange of information between the Parties with respect to the exercise of the License. Each Party shall be entitled to designate two (2) representatives to the Committee (the “Committee Representatives”). The Committee shall meet at least once per calendar year. The Committee Representatives shall be bound by the confidentiality arrangements set out in this Agreement. For the avoidance of doubt, the Committee shall act only in an advisory capacity and shall not have decision-making powers. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per twelve (12) months year concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Y▇▇▇▇▇ Yissum informed on a timely basis via the Committee concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum’s request, from time to time, provide Yissum via the Committee with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the Development Results and any other related work effected by the Company or by any Affiliate or Sublicensee during the twelve (12) month’ 12 month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the twelve (12) month’ 12 month period prior to the report; (c) the Company’s plans in respect of the testing, undertaking of trials or commercialization of Products for the following twelve 12 months; and (12d) months projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company, subject to its sole discretion, shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field.[RESERVED] 5.4. [RESERVED] 5.5. If the Company shall not meet the milestones set forth in the Development Milestones or shall not commercialize the Products within a reasonable time framePlan, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 17.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company’s failure to meet its obligations of diligence and shall allow the Company 120 days to cure such failure. If, to Yissum’s reasonable satisfaction, the Company is diligently taking measures to cure such failure, Yissum may, at its sole discretion, notify the Company in writing that it is extending the period given to cure such failure by an additional period of up to sixty (60) working days to cure such failure of diligencedays. The Company’s failure to cure within such sixty the aforementioned cure period (60or extended cure period) working days period to Yissum’s reasonable satisfaction shall be a material breach of this Agreement, entitling Yissum to immediate termination under Section 15.2 below. Despite the above, if the Company’s is acting in good faith and in a diligent manner to meet the Development Milestone, the time line to reach the Development Milestone will be automatically extended by six (6) month. 5.55.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.65.7. The Where legally permissible, the Company agrees to provide Yissum and/or the University (for no consideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, at the Company’s discretion, for internal academic research purposes only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its best commercially reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with the Development Plan approved by YissumPlan, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order to achieve the commercialization goals set forth above. In case of a need in the Development Plan; provided, however, that changes to modify the specified dates of for the achievement of the development milestones Milestones set forth in the Development Plan (the “Development Milestones”) a shall be subject to Yissum’s prior notice regarding the modification will written approval, not to be sent to Yissum by the Companyunreasonably conditioned, withheld or delayed. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercially reasonable efforts to meet the Development Milestones. 5.2. The Parties shall establish a steering committee (the “Committee”) to be a forum for the exchange of information between the Parties with respect to the exercise of the License. Each Party shall be entitled to designate two (2) representatives to the Committee (the “Committee Representatives”). The Committee shall meet at least once per calendar year. The Committee Representatives shall be bound by the confidentiality arrangements set out in this Agreement. For the avoidance of doubt, the Committee shall act only in an advisory capacity and shall not have decision-making powers. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per twelve (12) months year concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Y▇▇▇▇▇ Yissum informed on a timely basis via the Committee concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum’s request, from time to time, provide Yissum via the Committee with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the Development Results and any other related work effected by the Company or by any Affiliate or Sublicensee during the twelve (12) month’ 12 month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the twelve (12) month’ 12 month period prior to the report; (c) the Company’s plans in respect of the testing, undertaking of trials or commercialization of Products for the following twelve 12 months; and (12d) months projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 5.3. The Company, subject to its sole discretion, shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field.[RESERVED] 5.4. [RESERVED] 5.5. If the Company shall not meet the milestones set forth in the Development Milestones or shall not commercialize the Products within a reasonable time framePlan, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 17.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company’s failure to meet its obligations of diligence and shall allow the Company 120 days to cure such failure. If, to Yissum’s reasonable satisfaction, the Company is diligently taking measures to cure such failure, Yissum may, at its sole discretion, notify the Company in writing that it is extending the period given to cure such failure by an additional period of up to sixty (60) working days to cure such failure of diligencedays. The Company’s failure to cure within such sixty the aforementioned cure period (60or extended cure period) working days period to Yissum’s reasonable satisfaction shall be a material breach of this Agreement, entitling Yissum to immediate termination under Section 15.2 below. Despite the above, if the Company’s is acting in good faith and in a diligent manner to meet the Development Milestone, the time line to reach the Development Milestone will be automatically extended by six (6) month. 5.55.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.65.7. The Where legally permissible, the Company agrees to provide Yissum and/or the University (for no consideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, at the Company’s discretion, for internal academic research purposes only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its best commercially reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with a the Development Plan prepared by the Company and approved by Yissum, a copy of which is shall be attached to this Agreement as Appendix B. B within three (3) months of the date of execution of this Agreement. The Development Plan may be modified from time to time by the Company as reasonably required in order to achieve the commercialization goals set forth above. In case of a need to modify dates of the achievement of the development milestones set forth in the Development Plan (the “Development Milestones”) a , upon Yissum’s prior notice regarding the modification will be sent to Yissum by the Companywritten approval. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results. 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per twelve (12) months concerning all material activities undertaken in respect of the exercise of the Licenseannually, (ii) keep Y▇▇▇▇▇ informed on a timely basis concerning all material activities and changes its product development progress or efforts to commercialize under the Development Plan undertaken in respect within sixty (60) days after December 31 of the exercise of the License, and (iii) at Yissum’s request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the Licenseeach calendar year. The Development Reports These progress reports shall include detailed descriptions progress on research and development, status of the progress and resultsapplications for regulatory approvals, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the Development Results and any other related work effected by the Company or by any Affiliate or Sublicensee during the twelve (12) month’ period prior to the report, (b) manufacturing, sublicensing, marketing marketing, importing, and sales during the twelve (12) month’ period prior to preceding calendar year, as well as plans for the report; (c) the Company’s plans present calendar year. If reported progress in respect of a Product differs materially from that anticipated in its Development Plan or a preceding Development Plan, the testingCompany shall explain, undertaking in its Development Report, the reason therefor and prepare a modified Development Plan for Yissum’s review. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of trials or commercialization of Products for the following twelve (12) months Company hereunder. 5.3. The Company, subject to its sole discretion, Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the FieldProduct. 5.4. If Upon completion of the development of any Product, the Company shall undertakes to perform all commercially reasonable actions necessary to maximize Net Sales of such Product on a regular and consistent basis. 5.5. In the event the Company does not meet the Development Milestones or shall not use commercially reasonable efforts to commercialize the Products within a reasonable time frameany Product, unless such delay is caused by due to (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 17.9, 18.8 below; or (iii) unless agreed revisions in the Company and Yissum have agreed timelines in writing to amend the amended Development Plan, Yissum shall notify the Company in writing of the Company’s failure to meet its obligations of diligence and shall allow the Company sixty up to twelve (6012) working days months to cure such failure of diligencediligence (the “Cure Period”). The Company’s failure to cure within such sixty (60) working days period failure to Yissum’s reasonable satisfaction within the Cure Period shall be considered a material breach of this Agreement and Yissum shall be entitle to terminate this Agreement, entitling Yissum to immediate termination under Section 15.2 below. Despite including the aboveLicense, if the Company’s is acting in good faith and in a diligent manner to meet the Development Milestone, the time line to reach the Development Milestone will be automatically extended by six (6) monthimmediately. 5.55.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, including the Law of Encouragement of Industrial Research and Development, 1984 as amended or supplemented from time to time and all regulations promulgated thereunder (the “R&D Law”) and all the rules and regulations of the OCS (to the extent applicable), and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.65.7. The Company agrees to provide Yissum and/or the University (for no consideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, for academic research purposes only.