| 1. | 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 08/03/2010 to approve the program as submitted by you on 05/05/2010, which subject matter is: |
| a. | Subject of approved program: siRNA – Gene Therapy treatment for Pancreatic Cancer |
| b. | Performing the approved program: Silenseed Ltd. |
Registration Number: 514207778 | ||
| (hereinafter – the “Approved Program”) | ||
| 2. | a. The research and development expenses approved for the performance of the approved program will be in an amount of up to: NIS2,971,764. In words: Two Million, Nine Hundred Seventy One Thousand and Seven Hundred and Sixty Four NIS. b. The rate of grant approved is 60% of the development expenses (addition with respect to a national priority zone A/ line of confrontation), which is up to an amount of NIS 1,783,058. In words: One Million, Seven Hundred Eighty Three Thousand and Fifty Eight NIS. |
| 3. | The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and procedures 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 – commencing 05/01/2010 and until 04/30/2011 (hereinafter: the “Performance Period”). |
| b. | (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. |
| c. | Additional terms: Payment upon Execution. Royalties shall be paid of the Company's total revenues. |
| d. | See the appendix in the matter of intellectual property. |
| e. | 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. |
| f. | 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. |
| Sincerely, | ||
/s/ Dr. Eli Ofer | ||
Dr. Eli Ofer The Chief Scientist |
| 1. | Budget breakdown appended to the letter of approval. | |
| 2. | Letter of commitment. | |
| 3. | Rules determined by the research committee for the performance of the provisions of the Law. | |
| 4. | Letter of approval intellectual property appendix. |
/s/ | /s/ | |||
| Vice Chief Scientist | Office controller, the Ministry of Industry, Trade and Employment |
| File number: | 43983 | |||
| Preparation Date: | 12/09/2010 | |||
| Company | Silenseed | |||
| Company Number | 6378 |
| A. Human Resources | |
| Total Human Resources | 1,323,504 |
| B. Materials and consumable tools | |
| Total Materials | 550,260 |
| C. Subcontractors | |
| Total Subcontractors | 1,018,000 |
| E. Miscellaneous | |
| Total | 80,000 |
| Total in NIS 2,971,764 | |
| Grant 60% 1,783,058 |
/s/ David Lavie | /s/ Silenseed Ltd. | 1/6/2011 | ||||||||||
| Office | Company | Date |
Date: 01.06.11 | ||
Company: 6378 | ||
To | ||
| Industrial Research and Development Administration, Office of Chief Scientist | ||
| Ministry of Industry, Trade and Employment | ||
| 5 Bank Israel, PO Box 3166 | ||
| Jerusalem | ||
| 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: 43983 to plan 41272 Subject: siRNA – Gene Therapy treatment for Pancreatic Cancer. |
| 4. | Additional undertakings: | |
| Royalties shall be paid of the Company's total revenues. | ||
| Sincerely, | |
/s/ Dr. Eli Ofer | |
| Dr. Eli Ofer | |
| The Chief Scientist |
