Exhibit 10.29
Translation of 2005 Letter of Approval
State of Israel
Ministry of Trade and Industry
Industrial Research and Development Administration
Office of Chief Scientist
Jerusalem, 15-11-2005
Letter of Approval Number: 36099
(Fiscal regulation: 38020101)
Group: 13
To
Nilimedix Ltd.
P.O. 15020
Haifa 31905
Letter of Approval
| | 1. | We hereby inform you that the research committee, by virtue of its authority according to Article 17(c) of the Law for the Encouragement of Research and Development in the Industry, 1984, hereinafter: the “Law”, has discussed your request from 31/07/2005 for the approval of an annual research and development program, and has decided on 10/10/2005 to approve the program as an approved program: |
| | a. | Subject of approved program:An Innovative Insulin Pump |
| | b. | Performing the approved program:Nilimedix Ltd. |
Registration Number:513229708
| | c. | The research and development expenses approved for the performance of the approved program will be in an amount of up to: NIS3,000,000. |
In words:Three Million NIS.
| | d. | The rate of grant approved is30% of the research and development expenses, which is up to an amount of NIS900,000(hereinafter: the “Grant”). |
| | 2. | The approval is conditioned upon fulfillment of the provisions of the Law, regulations and rules promulgated thereunder and subject to the following terms: |
| | a. | The approved program will be performed as detailed in your request within a period of 12 months – starting from 01/07/2005 and until 30/06/2006 (hereinafter: the “Performance Period”). |
| | b. | (1) You must inform the Office of the Chief Scientist about every change of 25% or more of the company’s shares and/or in any of the |
Translation of 2005 Letter of Approval
| | 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 aforesaid controlling means to a non-Israeli resident or to a foreign company, must be approved by the research committee in advance and in writing.
Royalties shall be paid on income from all insulin pumps, spare parts, consumables, software, service and accessories.
| | d. | See the appendix in the matter of intellectual property. |
|
| Sincerely, |
|
/s/ Eli Ofer |
| Dr. Eli Ofer |
| The Chief Scientist |
Attached:
| | 1. | Budget breakdown appended to the letter of approval. |
| | 3. | Rules determined by the research committee for the performance of the provisions of the Law. |
| | 4. | Letter of approval intellectual property appendix (according to section 2(d)). |
Translation of 2005 Letter of Approval
[SUMMARY TRANSLATION]
State of Israel
Ministry of Trade and Industry
Industrial Research and Development Administration
Office of Chief Scientist/Office Controller
15-11-2005
To:
Nilimedix Ltd.
P.O. 15020
Haifa 31905
Budget Appendix with respect to Research and Development File Number 36099
Appendix to Letter of Approval
Subject to the letter of approval signed by the Chief Scientist from 15/11/2005 and following the decision of the research committee pursuant to Article 17(c) from 10/10/2005 with respect to research and development file which number is 36099
Subject of approved program:An Innovative Insulin Pump
and performed byNilimedix Ltd.
Period of research: from 1/7/2005 until 30/6/2006
A budget commitment in an amount of up toNIS 900,000 is hereby approved by the office for the performance of research and development expenses for the approved program.
| | | | |
/s/ | | | | /s/ |
| Vice Chief Scientist | | | | Office controller, the Ministry of Trade and Employment |
Translation of 2005 Letter of Approval
This page forms a part of the letter of approval
Details of the budget for research and development in the matter of: innovative insulin pump
Performance period from 1/7/2005 until 30/6/2006
| | | | |
| | File number: | | 36099 |
| | Preparation Date: | | 16.10.2005 |
| | Company | | Nilimedix |
| | Company Number | | 5055 |
| | |
| A. Human Resources | | |
| Total amount human resources | | 1,771,806 |
| |
| B. Materials and consumable tools | | |
| Total Materials | | 24,594 |
| |
| C. Subcontractors | | |
| Total amount subcontractors in Israel | | 977,115 |
| Total amount subcontractors abroad | | 150,000 |
| Total amount subcontractors | | 1,127,115 |
| |
| D. Approved Equipment | | |
| Amount | | 21,485 |
| |
| E. Miscellaneous | | |
| Amount | | 55,000 |
| |
| Total in NIS | | 3,000,000 |
| Grant 30% | | 900,000 |
Notes:
A. The person performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget page is in effect only after signing the letter of approval
Signature:
| | | | | | | | | | | | |
| | /s/ David Lavi | | | | /s/ Nilimedix Ltd. | | | | 13.11.05 | | |
| | Office | | | | Company | | | | Date | | |
Translation of 2005 Letter of Approval
Nilimedix Ltd.
number at the registrar of companies: 513229708
| | |
| To | | |
| Industrial Research and Development Administration, | | Date: 13.11.05 |
| The Office of Chief Scientist | | Company 5055 |
| Ministry of Trade and Employment | | |
| 5 Bank Israel, PO Box 3166 | | |
| Jerusalem | | |
Dear Sir,
Re: Undertaking Letter and Notice about the Commencement of Performance of Approved R&D Plan
Subject:Innovative Insulin Pump
File Number:36099
We hereby inform you that we commenced performing the approved plan, according to the referenced approval letter on 1.7.05.
| | 1. | We declare and undertake to comply with all the provisions of the Law for the Encouragement of Research and Development in Industry 5744-1984 (hereinafter the “Law”), and including: |
| | a. | the obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing rights deriving from the research and development without the approval of the research committee. |
| | b. | to pay royalties and file all reports according to the Law and the Regulations for the Encouragement of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”). |
| | 2. | We declare that we have read all instructions and procedures for financial reporting for R&D purposes and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment to tasks. |
| | 3. | We consent to the attribution of this file numbered 36099 to plan 36099, subject Innovative Insulin Pump. |
Translation of 2005 Letter of Approval
| | 4. | Additional undertakings: |
| | a. | We were notified about the royalties amendment which was published in “regulations file HATASHNAT” from 3.12.1998 page 110 (file 5939). |
According to the said amendment, the research grants shall be linked to the dollar, bearing annual interest at the rate of the LIBOR.
| | b. | Additional Undertakings: |
Royalties shall be paid on income from all insulin pumps, spare parts, consumables, software, service and accessories.
| | 5. | We hereby declare that we have separated and distinguished account/s in the framework of our financial bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic and only according to documentation. |
| | 6. | We hereby declare that we are aware that the referenced grant shall be paid subject to the terms of the approval and according to the Administration’s procedures. |
| | 7. | The attached budget, including its details, terms and appendices constitutes a binding framework. Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration. |
| | a. | The company shall be entitled to advancement according to the procedures, provided that it has actually commenced performance of the plan. The advancement shall be off-set from payments due according to the financial reports, excluding current advancement. |
| | b. | Any additional payment shall be executed according to a detailed financial report which corresponds to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient is obliged to file a financial report once every three months and a technical report at least once every half a year, and this on the Administration’s forms or in the same format. |
| | c. | The truthfulness of the financial report shall be confirmed by an authorized representative of the company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported. |
| | d. | Any payment with respect to the approved grant shall be considered as advanced payment only until the approval of the final report. Until the |
Translation of 2005 Letter of Approval
| | final report, no more than 90% (including current advancement) shall be paid from the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company. The payment shall be made following examination of the reports by representatives of the Administration. |
| | e. | The company’s books of accounts, including the company’s balance sheets, shall be open for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years from filing the final financial report, the later of the two. |
| | f. | The Administration will have the right to setoff any sum due from the recipient of the support out of grant approved hereby. |
| | g. | The grant’s recipient is not entitled to stop performing the plan without the prior written approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law. |
| | h. | The grant’s recipient is obligated to file a final financial report approved by an accountant on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no later than 3 months from the date of completion of the approved plan. |
| | i. | The Administration is entitled to demand additional technical reports at any time. |
| | j. | An expense shall not be recognized unless the consideration therefor is paid, except overhead in salaries item. |
| | k. | In the final financial report only expenses accumulated during the approved research period and paid no later than 60 days from its termination shall be recognized. |
| | l. | The Administration may demand interest and linkage differentials as provided by law on any sum due to it from the recipient of the grant. |
| | 9. | The abovementioned terms do not derogate from any statute and law applicable to the grant for this file. |
| | 10. | We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration shall be entitled to retrospectively terminate any benefit granted by you, including |
Translation of 2005 Letter of Approval
| | grant, loan, benefit or any other financial advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the law. |
| | | | | | | | |
/s/ | | | | Tomas Dorner | | | | CEO and Director of R&D |
| Signature | | | | Name | | | | Position |
Translation of 2005 Letter of Approval
State of Israel
Ministry of Trade and Industry
Industrial Research and Development Administration
Office of Chief Scientist
Jerusalem, 15-11-2005
Letter of Approval Number: 36099
(Fiscal regulation: 38020101)
Group: 13
To:
Nilimedix Ltd.
P.O. 15020
Haifa 31905
Appendix to Letter of Approval
Compliance with Intellectual Property Laws
We have acknowledged your undertaking from 13.11.05 to comply with intellectual property laws as shall be practiced in Israel from time to time, that if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment in an Israeli court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration, including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including interest and linkage differentials according to the law.
|
| Sincerely, |
|
| /s/ |
| Dr. Eli Ofer |
| The Chief Scientist |
