Exhibit 10.4
FIRST AMENDMENT TO THE RESEARCH AND LICENSE AGREEMENT
This First Amendment to the Research and License Agreement (“First Amendment”) is made as of August 15, 2021 (the “Amendment Effective Date”), by and between:
YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”) of the first part; and
InnoCan Pharma A Ltd., of 10 Hamenofim Street, Herzelia, Israel (the “Company”), of the second part;
(each of Yissum and the Company, a “Party”, and collectively the “Parties”)
| WHEREAS: | the Parties signed a Research and License Agreement, on January 21, 2020 (the “License Agreement”) |
| WHEREAS: | the Parties wish to amend the License Agreement as set forth herein. |
NOW THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:
| 1. | Interpretation and Definitions |
| 1.1. | The preamble to this First Amendment constitutes an integral part hereof and shall be read jointly with its terms and conditions. | |
| 1.2. | In this First Amendment, unless otherwise required or indicated by the context, the singular shall include the plural and vice-versa, the masculine gender shall include the female gender, and the use of the word “or” shall mean “and/or”. | |
| 1.3. | The headings of the sections in this First Amendment are for the sake of convenience only and shall not serve in the interpretation of the First Amendment. | |
| 1.4. | In this Amendment, any capitalized terms that are used but not defined herein shall carry the meaning attributed to them in the License Agreement. |
| 2. | The following patent application shall be added to Appendix A of the License Agreement, and shall be included in the Licensed Patents: |
| ● | Patent application: 63/086,223 (Yissum Ref No.: 6741) entitled: PROTEIN BOUND CANNABINOID FORMULATIONS AND USES THEREOF |
The Parties have agreed to update Appendix A attached to the License Agreement by replacing it in its entirety by the new Appendix A attached to this First Amendment.
| 3. | This First Amendment shall amend and supplement the License Agreement only to the extent expressly set forth above. This First Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the License Agreement, or any other right, remedy, power or privilege of any Party, except as expressly set forth herein. To the extent of any inconsistency between the License Agreement and this First Amendment, this First Amendment shall control and shall supersede the License Agreement. The License Agreement is and shall remain in full force and effect to the extent not amended by this First Amendment. The terms of this First Amendment shall be governed by and construed in a manner consistent with the provisions of the License Agreement. |
IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the Amendment Effective Date first written above.
| YISSUM | THE COMPANY | |||
| By: | /s/ Keren-Or Amar | By: | /s/ Itzik Goldwaser | |
| Name: | Dr. Keren-Or Amar | Name: | Dr. Itzik Goldwaser | |
| Title: | VPBD | Title: | CEO | |
| Date: | August 15, 2021 |
Date: | August 15, 2021 | |
I the undersigned, Prof. Chezy Barenholtz, 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.
| /s/ Chezy Barenholtz | August 15, 2021 | |
| Prof. Chezy Barenholtz | Date signed |
Appendix A
LICENSED PATENTS
| Family: | 6657 | Title: | LIPOSOMAL CANNABINOIDS AND USES THEREOF |
Inventors
| Inventor ID | Inventor Name | |
| 20828 | BAVLI Yaelle | |
| 9290 | CERN Ahuva | |
| 20829 | HOD Atara | |
| 25297 | Zilbersheid Daniel | |
| 1291 | Barenholz Yechezkel |
| Application | Publication | |||||||||||||
Patent ID |
Continuity | Status | Country | Date | Number | Date | Number | |||||||
| 6657-00 | Priority | Filed | US | 3/10/2019 | 62/910,097 | |||||||||
| 6657-01 | PCT | Published | PCT | 1/10/2020 | PCT/IL2020/051068 | 8/4/2021 | WO 2021/064730 | |||||||
| Family: | 6741 | Title: | PROTEIN BOUND CANNABINOID FORMULATIONS AND USES THEREOF |
Inventors
| Inventor ID | Inventor Name | Main | ||
| 20828 | BAVLI Yaelle |
|||
| 9290 | CERN Ahuva |
|||
| 20829 | HOD Atara | |||
| 25297 | Zilbersheid Daniel | |||
| 1291 | Barenholz Yechezkel | v |
| Application | Publication | |||||||||||||
Patent ID |
Continuity | Status | Country | Date | Number | Date | Number | |||||||
| 6741-00 | Priority | Filed | US | 1/10/2020 | 63/086,223 | |||||||||
| THE COMPANY | YISSUM | |||
| By: | /s/ Iris Bincovich | By: | /s/ Keren-Or Amar | |
| Name: | Iris Bincovich | Name: | Dr. Keren-Or Amar | |
| Title: | CEO | Title: | VPBD | |
| Date: | August 15, 2021 | Date: | August 15, 2021 | |
| By: | /s/ Dr. Itzik Goldwaser | |||
| Name: | Dr. Itzik Goldwaser | |||
| Title: | CEO | |||
| Date: | August 15, 2021 |