Attached files
Exhibit 10.19
[Translation from Hebrew]
State of Israel
Ministry of Trade and Industry
Industrial Research and Development Administration
Office of Chief Scientist
Jerusalem
Letter of Approval Number: 41702
(Fiscal regulation: 38020101)
Group: 13
To
Pluristem Ltd.
POB – 15105
Haifa 31905
Letter of Approval
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1.
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We hereby inform you that the research committee, by virtue of its authority according to Article 17 of the Law for the Encouragement of Research and Development in the Industry, 5744-1984 (hereinafter: the “R&D Law”), has resolved in its meeting on 26/05/2009 to approve the program as submitted by you on 08/03/2009, which subject matter is:
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a.
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Subject of approved program: Treatment with mesenchyme placental cells grown in a culture.
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b.
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Performing the approved program: Pluristem Ltd.
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Registration Number: 513371666
(hereinafter - the “Approved Program”)
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2.
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a. The research and development expenses approved for the performance of the approved program will be in an amount of up to: NIS14,659,687.
In words: Fourteen million, six hundred fifty-nine thousand six hundred eighty-seven NIS.
b. The rate of grant approved is 50% of the development expenses (addition with respect to a national priority zone A/ line of confrontation), which is up to an amount of NIS 7,329,844.
In words: Seven million, three hundred and twenty-nine thousand, eight hundred and forty-four NIS.
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3.
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The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and procedures promulgated thereunder and subject to the following terms:
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a.
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The approved program will be performed as detailed in your request within a period of 12 months – from 01/3/2009 and until 28/2/2010 (hereinafter: the “Performance Period”).
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b.
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(1) You must inform the Office of the Chief Scientist about every change in the control of the recipient of the grant in the company’s shares and/or in one of the following controlling means: (a) the right to vote in the company’s general meetings; (b) the right to appoint directors in the company; (c) the right to participate in the company’s profits.
(2) Transferring any percentage of the controlling means stated in subsection (1) to a non-Israeli resident or to a foreign company, which make the non-Israeli resident or foreign company an interested party as defined in the Securities Law, 1968, requires notification to Office of the Chief Scientist and a written undertaking of the non-Israeli resident or the foreign company to the R&D Law.
The letter of approval shall be signed in the form existing in the office of the Chief Scientist and in the website of the Ministry of Industry, Trade and Employment.
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c.
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Additional terms:
Royalties shall be paid on Company’s income.
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d.
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See the appendix in the matter of intellectual property.
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e.
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In the event of pledging the company’s assets to an Israeli bank against credit, the company must ensure that the pledge shall be subject to the R&D Law.
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f.
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If the plan is connected to an agreement with an academic institution or an academic implementation company, the company must ensure that the agreement is subject to the provisions of the R&D Law.
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Sincerely,
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/s/ Dr. Eli Ofer
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Dr. Eli Ofer
The Chief Scientist
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