Exhibit 10.8
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.
FIFTH AMENDMENT TO THE
RESEARCH AND LICENSE AGREEMENT
This Fifth Amendment to the Research and License Agreement (“Fifth Amendment”) is made as of September 13, 2023 (the “Fifth 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, as amended on August 15, 2021, November 28, 2021, December 5, 2022 and February 20, 2023 (collectively, the “License Agreement”); |
| WHEREAS: | the Researcher has begun the performance of the Second Additional Research and the Company wishes to increase the Research Budget to allow the Researcher to complete the Second Additional Research aimed at meeting the FDA guidance on Liposome drug products; and |
| WHEREAS: | the Parties wish to amend certain sections of the License Agreement with respect to the Second Additional Research, all as specified herein. |
NOW THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:
| 1. | Interpretation and Definitions |
| 1.1. | The preamble and annexes of this Fifth Amendment constitute an integral part thereof and shall be read jointly with its terms and conditions. | |
| 1.2. | Capitalized terms used but not defined herein shall, unless otherwise indicated, have the meaning ascribed to such terms in the License Agreement. | |
| 1.3. | In this Fifth Amendment, unless otherwise required or indicated by the context, the singular shall include the plural and vice-versa, the masculine gender shall include all other genders. | |
| 1.4. | The headings of the Sections in this Fifth Amendment are for the sake of convenience only and shall not serve in the interpretation of this Fifth Amendment. |
| 2. | In consideration of the performance by the Researcher of the Second Additional Research, the Company shall pay Yissum a fourth additional research fee of (*******) (inclusive of overhead) (the “Fourth Additional Research Fee”), plus VAT in accordance with law, payable in one installment on the Fifth Amendment Effective Date. For the avoidance of any doubt, the Fourth Additional Research Fee shall be paid in addition to the original Research Fee, the Additional Research Fee, and the Second and Third Additional Research Fees. |
| 3. | Except as specifically provided in and required by this Fifth Amendment, the terms and conditions of the License Agreement shall remain in full force and effect. In the event of a contradiction between the provisions of this Fifth Amendment and the provisions of the License Agreement, the provisions of this Fifth Amendment shall prevail. |
| 4. | This Fifth Amendment may be executed in any number of counterparts (including counterparts transmitted by facsimile and by electronic mail), each of which shall be deemed an original, but all of which taken together shall be deemed to constitute one and the same instrument. |
IN WITNESS THE HANDS OF THE PARTIES:
| YISSUM | THE COMPANY | |||
| By: | /s/ Keren-Or Amar | By: | /s/ Iris Bincovich | |
| Name: | Dr. Keren-Or Amar, | Name: | Iris Bincovich | |
| Title: | VPBD | Title: | CEO | |
| Date: | September 13, 2023 | Date: | September 13, 2023 | |
| By: | /s/ Dr. Itzik Goldwaser | |
| Name: | Dr. Itzik Goldwaser | |
| Title: | CEO | |
| Date: | September 13, 2023 |
I the undersigned, Prof. Chezy Barenholz, have reviewed, am familiar with, and agree to all of the above terms and conditions.
| /s/ Chezy Barenholz | September 13, 2023 | |
| Prof. Chezy Barenholz | Date signed |
APPENDIX A
Barenholz-Lab Innocan work-plan (November 01, 2022, to October 31, 2023) Budget
| Item | Budget in NIS (including overheads) | |
| Salaries- | 250,000 | |
| Routine lab needs and APIs- | 130,000 | |
| Mice- | 100,000 | |
| LC/MS/MS analysis at the school of pharmacy- | 60,000 | |
| Sterility and pyrogenicity tests- | 60,000 | |
| Microscopy and Histology- | 50,000 | |
| Development of LCMS method for DSPC- | 50,000 | |
| Total including overhead- | 700,000 NIS (518,519 NIS research budget + 181,481 NIS overhead) |