2.1

Subject to the receipt of the consideration in full, as set forth in Section 3 below (the "Consideration"), the Assignor hereby irrevocably sells, assigns, relinquishes, conveys and transfers to Pluristem any and all of the right, title, and interest that it may have in the Patent, Product, and the Intellectual Property, free and clear of any and all liens, charges or encumbrances and Pluristem hereby acquires and takes assignment and delivery of all and any right in the Patent and Intellectual Property (the “Assignment”). Appendix 1 attached hereto lists all of the patents and patent applications that constitute the "Patent". The Assignor shall execute the assignment deed attached hereto as Appendix 2 and deliver it to Pluristem against payment of the Consideration. Upon the occurrence of such cross-obligations, the assignment transaction envisaged hereunder shall be deemed as having been consummated (the "Closing").

2.2

It is acknowledged and agreed that following the Assignment hereunder, as between the Assignor and Pluristem, any and all right, title and interest in and/or to the Patent, the Intellectual Property, the Products and/or any derivatives thereof, and the ownership of all of the above, shall be exclusively and undisputedly held by Pluristem.

2.3

For the avoidance of doubt, the License Agreement shall be deemed terminated as of the Closing, with the exception of those provisions which remain in force and effect pursuant to

2.4

Yeda hereby undertakes to execute and use its best efforts to cause Prof. Dov Zipori and Prof. Avinoam Kadouri to execute any and all instruments requested reasonably by Pluristem with respect to the Patent, as Pluristem shall deem fit in order to perfect the ownership of Pluristem in and to the Patent.

5.1

Yeda represents and warrants that:

5.2

THE ASSIGNOR MAKES NO WARRANTY OF PATENTABILITY, MERCHANTABILITY, COMMERCIAL VALUE OR FITNESS OF THE PATENT FOR A PARTICULAR PURPOSE. THE ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AND HEREBY DISCLAIMS ALL LIABILITY

5.3

Yeda is not aware of any demand or claim from a third party alleging any violation, infringement or misappropriation of any third party's rights by the Patent or the Intellectual Property having been received by the Technion Research and Development Foundation Ltd...

6.1

The Assignor agrees that it shall, from time to time, upon reasonable request by Pluristem, execute and deliver such additional instruments, documents, conveyances, assignment or assurances as shall be necessary to confirm and render effective the Assignment.

6.2

Pluristem shall bear the expenses incurred by the Assignor with respect to the Assignment of the Patent under this Agreement and compliance with the provisions of Section 6.1 above.

7.1

Notwithstanding the termination of the License Agreement:

7.2

Notwithstanding the termination of the License Agreement, the provisions of Section 13 shall continue to apply to "Confidential Information" (as defined therein) that has been disclosed by any party to another party. The obligation of confidentiality shall continue for a period of five years, as of the Closing.

9.1

Headings used in this Agreement are for reference only and shall not be deemed a part of this Agreement.

9.2

This Agreement, including all the appendices thereto, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes and cancels all prior agreements, understandings and arrangements, written or oral, between the parties hereto with respect to the subject matter hereof, provided however, that this Section shall not operate to exclude liability of any fraudulent misrepresentation.

9.3

This Agreement may be executed in counterparts with the same force and effect as if each of the signatories had executed the same instrument.

9.4

No amendment of this Agreement shall be effective unless it is in writing and signed by a duly

9.5

In the event any provision of this Agreement shall be determined to be unenforceable, because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable.

9.6

Any notice under this Agreement shall be in writing and sent by registered or certified mail, by hand delivery, express courier, by facsimile or by electronic mail, and shall be deemed to have been duly given for all purposes (i) when received, or ten (10) days after it is mailed by prepaid registered or certified mail; (ii) upon the transmittal thereof by facsimile, (iii) upon the manual delivery thereof, or (iv) upon receipt by the sender of a confirmation notice if sent through electronic mail, to the respective addressee or fax numbers set forth herein or to such other address of which notice as aforesaid is actually received.

9.7

Any and all disputes concerning this Agreement governed by laws of the State of Israel, regardless of its conflict of laws rules. The courts of Tel Aviv, Israel shall have sole jurisdiction in any dispute arising out of this Agreement.