BERT LOGIC INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>v00249_ex10-1.txt
<TEXT>


EXHIBIT 10.1


                         RESEARCH AND LICENCE AGREEMENT
                         ------------------------------

                                     Between

                  YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED
                  ---------------------------------------------

                  a company duly registered under the laws of Israel of PO Box
                  95, Rehovot 76100, Israel (hereinafter, "YEDA").

                                       And

                                BERT LOGIC, INC.

                  a company duly registered under the laws of the state of
                  Washington, USA, having its principal place of business c/o
                  Abramovich, Yosef, Hakim-Law Offices, Toyota Towers, 65 Igal
                  Alon Street, Tel-Aviv 67443, Israel (hereinafter, the
                  "COMPANY")


PREAMBLE:

WHEREAS:            (A) in the  course of  research  conducted  at the  Weizmann
                    Institute   of   Science   ("THE   INSTITUTE"),   under  the
                    supervision of Professor  Yair Reisner ("THE  SCIENTIST") of
                    the  Department of Immunology,  the Scientist  arrived at an
                    invention   comprising  methods  of  organ   transplantation
                    utilising  developing nephric tissue ("THE INVENTION"),  all
                    as more fully described in U.S.A patent  application  number
                    60/317,452  (Yeda's Reference no. 2001-073),  the first page

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                    of which is attached  hereto as APPENDIX "A" ("THE  EXISTING
                    PATENT APPLICATION"); and

                    (B) the Company is: (i)  interested  in the  performance  of
                    further  research at the Institute  under the supervision of
                    the Scientist in the field of the Invention, as specified in
                    the research program  attached  hereto,  marked APPENDIX "B"
                    ("THE  RESEARCH  PROGRAM"  and  "THE  RESEARCH");  and  (ii)
                    willing,  subject  to and in  accordance  with the terms and
                    conditions of this Agreement,  to finance the performance of
                    the Research in accordance  with the budget  attached hereto
                    and marked APPENDIX "C" ("THE RESEARCH BUDGET"); and

                    (C) Yeda is willing,  subject to and in accordance  with the
                    terms and  conditions  of this  Agreement,  to  procure  the
                    performance  of the Research at the  Institute as aforesaid;
                    and

                    (D) by  operation  of Israeli law and/or  under the terms of
                    employment of the Scientist at the Institute and pursuant to
                    an agreement between the Institute,  Yeda and the Scientist,
                    all right, title and interest in and to the Invention and in
                    any results deriving from the performance of the Research at
                    the Institute, vests and shall vest in Yeda; and

                    (E)  subject  to and in  accordance  with the  terms of this
                    Agreement,  the  Company  wishes  to  receive,  and  Yeda is
                    willing  to  grant to the  Company,  a  worldwide  exclusive
                    licence  in  respect  of  the   Licensed   Information   (as
                    hereinafter   defined)  and  under  the  Patents,   for  the

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                    manufacture,  development  and sale of  products  for  solid
                    organ  transplantation  from embryonic tissue  ("PRODUCTS"),
                    all  subject  to  and  in  accordance  with  the  terms  and
                    conditions of this Agreement below,

NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:




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1.   PREAMBLE, APPENDICES AND INTERPRETATION

1.1.     The  Preamble  and  Appendices  hereto  form an  integral  part of this
         Agreement.

1.2.     In this  Agreement the terms below shall bear the meanings  assigned to
         them below, unless the context shall indicate a contrary intention:

1.2.1.            "AFFILIATED ENTITY" - shall mean, with respect to any company,
                                      corporation,   other   entity   or  person
                                      (hereinafter,  collectively, "ENTITY"), an
                                      entity which  directly or  indirectly,  is
                                      controlled  by, or  controls,  or is under
                                      common control with, such entity.  For the
                                      purposes  of  this  definition,  "CONTROL"
                                      shall  mean  the   ability,   directly  or
                                      indirectly,  to direct the  activities  of
                                      the  relevant  entity (save for an ability
                                      flowing solely from the fulfillment of the
                                      office of director or another  office) and
                                      shall  include,  without  limitation,  the
                                      holding,  directly or indirectly,  of more
                                      than 30%  (thirty  percent)  of the issued
                                      share  capital or of the  voting  power of
                                      the   relevant   entity  or  the  holding,
                                      directly  or  indirectly,  of a  right  to
                                      appoint more than 30% (thirty  percent) of
                                      the directors of such entity or of a right
                                      to appoint the chief executive  officer of
                                      such entity;

1.2.2.             "DEVELOPMENT PROGRAM" -  shall  mean,  with  respect  to  any
                                      Product or Products, a development program
                                      specifying  the  activities  and timetable
                                      necessary  to  develop  such  Products  to
                                      commercialization,      including      the
                                      performance   of   toxicological    tests,
                                      pharmacological    and   efficacy   tests,
                                      pre-clinical tests and clinical trials and
                                      all   steps    required   for    obtaining
                                      regulatory  approvals  from the U.S.  Food

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                                      and  Drug  Administration  ("THE  FDA") or
                                      equivalent regulating authorities in other
                                      countries   and   the    development    of
                                      procedures  and  facilities for commercial
                                      production   of   such   Products,   sales
                                      projections    and   proposed    marketing
                                      efforts;

1.2.3.             "EXCHANGE RATE"    - shall mean,  with  respect to any amount
                                      to be  calculated,  or  which  is  paid or
                                      received  in  a  currency  other  than  US
                                      Dollars,  the  average of the  selling and
                                      buying exchange rates of such currency (in
                                      respect of cheques  and  remittances)  and
                                      the US Dollar  prevailing at Bank Hapoalim
                                      B.M. at the end of business on the date of
                                      calculation,  payment or  receipt,  as the
                                      case may be;

1.2.4.             "FIRST COMMERCIAL SALE" - shall mean,  with  respect  to  any
                                      Product   in  any   country,   the   first
                                      commercial  sale of such  Product  in such
                                      country  after  FDA New Drug  Approval  or
                                      equivalent  approval  in such  country has
                                      been obtained for such Product;

1.2.5.             "LICENCE"          - shall bear the meaning  assigned to such
                                      term in clause 7.1 below;

1.2.6.             "LICENSED INFORMATION" - shall mean: (i) the  Invention;  and
                                      (ii)  all  and any  inventions,  products,
                                      materials,    compounds,     compositions,
                                      substances,       methods,      processes,
                                      techniques,  know-how,  data, information,
                                      discoveries    and   other    results   of
                                      whatsoever  nature discovered or occurring
                                      in the  course of, or  arising  from,  the
                                      performance of the Research;

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1.2.7.             "NET SALES"        - shall mean the total amount  invoiced by
                                      the Company and the total amount  invoiced
                                      by each Sublicensee in connection with the
                                      sale  of  Products  (for  the  removal  of
                                      doubt,  whether such sales are made before
                                      or after the First  Commercial Sale of any
                                      Product in any  country);  provided  that,
                                      with  respect  to sales  which  are not at
                                      arms-length and/or are not in the ordinary
                                      course   of   business   and/or   are  not
                                      according   to   then    current    market
                                      conditions  for such a sale, the term "NET
                                      SALES"  shall mean the total  amount  that
                                      would have been due in an arms-length sale
                                      made in the  ordinary  course of  business
                                      and  according to the then current  market
                                      conditions   for  such  sale  or,  in  the
                                      absence of such current market conditions,
                                      according to market conditions for sale of
                                      products  similar to the Products,  in all
                                      cases after deduction of:

                                      (i)    sales taxes  (including value added
                                             taxes) to the extent  applicable to
                                             such  sale  and   included  in  the
                                             invoice in respect of such sale;

                                      (ii)   credits  or  allowances,   if  any,
                                             actually   granted  on  account  of
                                             price     adjustments,     recalls,
                                             rejections  or returns of  Products
                                             previously sold;

                                      (iii)  Bad   debts   recognized   by   the
                                             Company's     external     auditors
                                             according to  customary  accounting
                                             rules;

                                      and provided further that, with respect to
                                      sales by the Company and/or a Sublicensee,

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                                      as applicable, to any Affiliated Entity of
                                      the  Company  or Sublicensee,  as the case
                                      may be, that the term, "NET  SALES"  shall
                                      mean the higher of:  (a) "Net  Sales",  as
                                      defined above, with respect to sales which
                                      are not  at  arms-length   and/or  in  the
                                      ordinary   course   of    business  and/or
                                      according  to  current  market conditions;
                                      and (b) the total amount invoiced  by such
                                      Affiliated  Entity   on   resale   to   an
                                      independent   third party purchaser  after
                                      the deductions specified in  subparagraphs
                                      (i)  and  (ii)   above,   to  the   extent
                                      applicable;

1.2.8.             "PATENTS"-         shall  mean:   (i)  the  Existing   Patent
                                      Application  and all patents  which may be
                                      granted thereon; and (ii) all other patent
                                      applications    or    applications     for
                                      certificates    of   invention    covering
                                      portions of the Licensed  Information  and
                                      all patents or  certificates  of invention
                                      which may be granted  thereon;  as well as
                                      all continuations,  continuations-in-part,
                                      patents of addition, divisions,  renewals,
                                      reissues  and  extensions  of  any  of the
                                      aforegoing  patents,  but excluding patent
                                      applications  that have been  withdrawn or
                                      have expired;

1.2.9.             "RESEARCH          PERIOD" - shall bear the meaning  assigned
                                      to such term in clause 2.1 below;

1.2.10.            "SUBLICENCE" and
                   "SUBLICENSEE"      - shall  bear  the  meanings  respectively
                                      assigned  to  such  terms  in  clause  7.5
                                      below;

1.2.11.            "SUBLICENSING RECEIPTS" - shall  mean consideration,  whether
                                      monetary or otherwise,  actually  received
                                      (for  the   removal   of  doubt,   whether

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                                      actually  received  before  or  after  the
                                      First  Commercial  Sale in any country) by
                                      the  Company  for or  from  the  grant  of
                                      Sublicences and/or pursuant thereto, or in
                                      connection with the grant of an option for
                                      a Sublicence,  except for amounts received
                                      by the Company which constitute  royalties
                                      based  on  sales   of  the   Products   by
                                      Sublicensees;

           the terms: "YEDA",  "THE - shall  bear the  definitions  assigned  to
           COMPANY","THE INSTITUTE",  them  respectively  in the  heading or the
           "THE  SCIENTIST",   "THE   preamble hereto, as the case may be.
           INVENTION","THE EXISTING
           PATENT  APPLICATION,"THE
           RESEARCH  PROGRAM", "THE
           RESEARCH", "THE RESEARCH
           BUDGET" and "PRODUCTS"

1.3.     In this Agreement:

1.3.1.      words importing the singular shall include the plural and vice-versa
            and words  importing  any gender shall include all other genders and
            references to persons shall include  partnerships,  corporations and
            unincorporated associations;

1.3.2.      any  reference  in this  Agreement to the term  "patent"  shall also
            include  any  re-issues,  divisions,   continuations  or  extensions
            thereof (including measures having equivalent effect); and

1.3.3.      any reference in this Agreement to the term "sale" shall include the
            sale, lease, rental or other disposal of any Product;

1.3.4.      "INCLUDING" and "INCLUDES"  means  including,  without  limiting the
            generality of any description preceding such terms.

2.   PERFORMANCE OF THE RESEARCH

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2.1.     In consideration of the sums to be paid by the Company to Yeda pursuant
         to clause 3 below and, subject to the execution of such payments,  Yeda
         undertakes,  subject to clause 2.2 below, to procure the performance of
         the Research at the Institute  under the  supervision  of the Scientist
         during  the 3 (three)  year  period  commencing  on April 9, 2003 ("THE
         RESEARCH  PERIOD").  By written agreement of the parties,  the Research
         Period  may be  extended  by  such  period  and  upon  such  terms  and
         conditions as the parties shall so agree.

2.2.     If the Scientist shall cease to be available for the supervision of the
         performance  of the Research,  such  cessation  shall not  constitute a
         breach of this Agreement by Yeda. In the event that the Scientist shall
         cease to be  available  as  aforesaid,  Yeda  shall use its  reasonable
         efforts  to  find  from  amongst  the  scientists  of the  Institute  a
         replacement  scientist acceptable to the Company (such acceptance to be
         in writing, and not to be unreasonably  withheld) but no undertaking to
         find  such a  replacement  is  given  by  Yeda.  If no such  acceptable
         replacement  scientist  can be found  within  30  (thirty)  days of the
         Scientist becoming unavailable as aforesaid,  then the Company shall be
         entitled,  by written notice to Yeda, to terminate the Research Period,
         in which  event the  Research  Period and the  performance  of Research
         hereunder  shall cease at the end of a further  period of 15  (fifteen)
         days from the date of receipt by Yeda of such  written  notice.  In the
         event of such  termination,  Yeda shall be released from any obligation
         to procure the performance of the Research during the period after such
         termination.  The Company  shall be  released  from any  obligation  to
         finance the Research in respect of the period  commencing at the end of
         45 (forty five) days after the  unavailability  of the  Scientist,  but
         without affecting the Licence and all the other terms and conditions of
         this  Agreement  which shall  remain in full force and effect (save for
         those relating to the performance and financing of the Research).

2.3.     For the avoidance of doubt, it is agreed that nothing in this Agreement
         shall  constitute  a  representation  or warranty  by Yeda,  express or
         implied,  that any results  (including any milestones  specified in the
         Research Program) will be achieved by the Research or that the Licensed
         Information or any part thereof or any results achieved by the Research
         are or will be commercially  exploitable or of any other value and Yeda
         furthermore  makes  no  warranties  and  representations,   express  or

<PAGE>

         implied,  whatsoever as to the Research, any results of the Research or
         the Licensed Information.

3.       FUNDING THE RESEARCH

         The  Company  undertakes  to pay to Yeda  the  Research  Budget  (in US
         Dollars) as follows:  (i) with regard to the first year of the Research
         Period  (commencing on April 9, 2003),  the amount of US $450,000 (four
         hundred  and  fifty  thousand  United  States  Dollars),   of  which  a
         non-refundable  installment of US $225,000 (two hundred and twenty five
         thousand  United States Dollars) shall be due and payable on October 9,
         2003 and a  non-refundable  installment of US $225,000 (two hundred and
         twenty five thousand United States Dollars) shall be due and payable on
         January 9, 2004;  and (ii) with regard to the second and third years of
         the Research  Period,  respectively,  an amount which shall be not less
         than US $900,000 (nine hundred  thousand United States Dollars) and not
         more than US $1,000,000 (one million United States Dollars) per year to
         be  determined  by mutual  agreement  of the  parties  no later than 30
         (thirty)  days prior to the  commencement  of the relevant  year,  in 4
         (four) equal 3 (three) monthly non-refundable installments,  payable in
         advance at the  beginning of each 3 (three)  month  period  during such
         year.  If the  parties  fail to reach  agreement  within the time frame
         referred to above  regarding the amount of the Research  Budget payable
         for the  second or third year of the  Research  Period (as the case may
         be), then the Research  Budget for such year shall be US $900,000 (nine
         hundred  thousand  United  States  Dollars) and Yeda shall  procure the
         performance of Research for such reduced amount.  An invoice in respect
         of an  installment  paid as aforesaid  shall be issued by Yeda promptly
         after the  receipt by Yeda of such  installment.  All  payments  of the
         Research  Budget  shall be made by direct wire  transfer to Yeda's bank
         account,  the details of which Yeda shall notify to the Company. In the
         event that the  Research  Budget for any given year during the Research
         Period is not fully utilised  during such year, the unutilised  portion
         of  research  funds  shall  be  added to the  Research  Budget  for the
         following  year. Yeda and/or the Institute shall not obtain finance for
         the  Research  from other  entities,  unless  such  financing  has been
         approved by the Company and provided  that such other  entities are not
         granted  any  rights in  respect of the  Research  and/or the  Licensed
         Information which prejudice any rights granted to the Company under the
         Licence.

<PAGE>

4.       REPORTING BY YEDA

         The Scientist and the Company shall conduct a monthly meeting,  whereby
         the  Scientist  shall  report  and inform  the  Company on the  ongoing
         Research  activities  and update the  Company  on the  scientific  work
         progress,  the Company  shall  inform Yeda on the time and  location of
         such  meetings and Yeda may send a  representative  to attend them.  In
         addition:

4.1.        Yeda will procure the submission by the Scientist to the Company of:
            (i) an interim  written  report on the  progress of the  Research in
            each 6 (six) month  period  during the  Research  Period,  within 60
            (sixty) days of the end of each such 6 (six) month period,  and of a
            written  report  summarizing  the results of the Research  within 60
            (sixty) days of the end of the Research Period; and

4.2.        Yeda shall  submit to the  Company,  with  respect to each 3 (three)
            month  period of the Research  Period,  a financial  report  setting
            forth the  monies  received  and  expended  in  connection  with the
            Research  during  such  3  (three)  month  period.  Each  report  as
            aforesaid  shall be  submitted  to the  Company  not  later  than 30
            (thirty)  days after the end of the period  covered by such  report.
            Charges  in  respect  of  Research  expenditures  shall  be  made in
            accordance  with the  procedures  prevailing  at the  Institute  for
            charging  research  expenditures  to individual  projects of applied
            research.

5.   TITLE

     All right,  title and interest in and to the Licensed  Information  and the
     Patents and all right,  title and interest in and to any  drawings,  plans,
     diagrams,  specifications,  other documents,  models, or any other physical
     matter  in  any  way  containing,  representing  or  embodying  any  of the
     aforegoing,  vest and shall  vest in Yeda and  subject  to the  License  as
     specified herein.



<PAGE>



6.   PATENTS; PATENT INFRINGEMENTS

6.1.

6.1.1.      Subject to  clauses  6.3 and 6.4 below,  Yeda  shall  prosecute  the
            Existing  Patent   Application  using  the  outside  patent  counsel
            retained by Yeda for such  purpose  prior to the  execution  of this
            Agreement,  unless otherwise  agreed by the parties in writing,  and
            shall maintain at the applicable  patent office any patents  issuing
            from the  Existing  Patent  Application.  The Company and Yeda shall
            consult  with one  another  and  cooperate  fully with regard to the
            prosecution of the Existing Patent Application and in maintenance of
            such patents.

6.1.2.      At the  initiative of either  party,  the parties shall consult with
            one another regarding the filing of patent  applications  (such term
            herein to include any provisional patent applications,  applications
            for  continuations,  continuations-in-part,  divisions,  patents  of
            addition or renewals,  as well as any other  applications or filings
            for similar  statutory  protection) in respect of any portion of the
            Licensed  Information  and/or  corresponding  to the Existing Patent
            Application,  including the jurisdictions in which such applications
            should be filed,  the timing of the filing of such  applications and
            the contents thereof.  Following such consultations,  and subject to
            clauses 6.3 and 6.4 below,  Yeda shall retain outside patent counsel
            that will be approved by the Company, to prepare, file and prosecute
            patent   applications   as   aforesaid  in  such   jurisdiction   or
            jurisdictions  as shall be determined by the parties in consultation
            as aforesaid.  Subject to clauses 6.3 and 6.4 below, Yeda shall also
            maintain at the  applicable  patent office any patents  granted as a
            result of any of the above patent  applications.  The parties  agree
            that  their  joint  policy  will  be to  seek  comprehensive  patent
            protection  for all  Licensed  Information  licensed  to the Company
            hereunder.  The  Company  and  Yeda  shall  cooperate  fully  in the
            preparation,  filing,  prosecution  and  maintenance  of such patent
            applications and patents.

6.2.     All  applications  to be filed in  accordance  with the  provisions  of
         clause 6.1.2 above,  shall be filed in the name of Yeda or,  should the
         law of the  relevant  jurisdiction  so  require,  in  the  name  of the

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         relevant  inventors  and then  assigned to Yeda and shall be subject to
         the Licence as provided herein.

6.3.     In the event that,  following  such  consultations  between the parties
         regarding the filing, prosecuting and/or maintenance (as applicable) of
         patent  applications and/or patents pursuant to clauses 6.1.1 and 6.1.2
         above,  the Company shall not wish to file and/or continue to prosecute
         a patent  application  and/or  maintain  a  patent  in any  country  in
         relation  to  any  part  of the  Licensed  Information  (including  the
         Existing Patent Application),  then Yeda, in its discretion,  may elect
         to file and/or  continue to prosecute  such patent  application  and/or
         maintain such patent in such country at its own cost and expense.  Yeda
         shall  notify the Company in writing of Yeda's  election to file and/or
         continue to prosecute  such patent  application  and/or  maintain  such
         patent in such country as  aforesaid,  at Yeda's  expense (such notice,
         "THE YEDA  NOTICE"),  and,  in the event  that the  Company  shall not,
         within 30 (thirty)  days of receipt of the Yeda Notice:  (i)  reimburse
         Yeda for all  out-of-pocket  costs and fees  incurred by Yeda until the
         date of the Yeda Notice (the Yeda Notice to be supported by receipts or
         other  appropriate   documents  evidencing  such  costs  and  fees)  in
         connection with the said patent  application (in the preparation and/or
         filing and/or prosecution of such application)  and/or such patent; and
         (ii)  undertake  in writing to Yeda to bear all  additional  and future
         expenses relating to such patent application  and/or patent,  then Yeda
         shall be entitled, at any time after the expiry of the said 30 (thirty)
         day period after such notice,  to terminate the Licence  granted to the
         Company  under this  Agreement  in respect of such  patent  application
         and/or of such patent in such country,  and to take whatever  action it
         deems  fit  (in its  sole  discretion)  with  respect  to  such  patent
         application and/or patent.

6.4.
6.4.1.      The  Company  shall,  on the date of  signature  of this  Agreement,
            reimburse Yeda the sum of US $18,623 (eighteen  thousand six hundred
            and twenty three United States Dollars),  constituting the aggregate
            costs and fees paid by Yeda prior to the date of  signature  of this
            Agreement in connection the Existing  Patent  Application  and shall
            pay Yeda all additional  amounts  incurred,  but not as yet paid, by
            Yeda prior to the date of  signature  of this  Agreement,  within 30
            (thirty) days of Yeda's first written request.

<PAGE>

6.4.2.      Without  derogating  from the provisions of clause 6.4.1 above,  the
            Company  shall  bear  and pay all  costs  and fees  incurred  in the
            preparation, filing, prosecution and the like of the Existing Patent
            Application and of all patent  applications filed in accordance with
            the provisions of clause 6.1.2 above (including patent  applications
            corresponding   to  the  Existing  Patent   Application),   and  the
            maintenance  at the  appropriate  patent  office and the like of all
            patents issuing from the Existing Patent  Application and all patent
            applications referred to above.

6.4.3.      Unless  otherwise  instructed by Yeda in writing,  the Company shall
            pay  directly to Yeda's  relevant  outside  patent  counsel  amounts
            payable by the  Company  pursuant to this clause 6.4 above or clause
            6.3 above.

6.5.     Should the Company:  (i) determine that a third party is infringing one
         or more of the  Patents;  or (ii)  be  sued  on the  grounds  that  the
         manufacture,  use or sale of a Product by it or by a Sublicensee  under
         any of the  Patents or using the  Licensed  Information  or any portion
         thereof  infringes  upon the patent  rights of a third party,  then the
         Company shall,  after first having  consulted  Yeda, be entitled to sue
         for such  infringement or defend such action (as the case may be), and,
         Yeda  may  elect,  at its own  initiative,  to join as a party  to such
         action or consent  to such  joinder  (such  consent by Yeda may for the
         removal of doubt, be conditional upon, inter alia, the provision by the
         Company  of  security,  satisfactory  to Yeda,  for the  payment of the
         expenses or costs  referred to in  paragraph  (a) below) and Yeda shall
         cooperate and shall use its  reasonable  efforts to cause the Scientist
         to  cooperate  with  the  Company  in  prosecuting  or  defending  such
         litigation,   provided  that:  (a)  any  expenses  or  costs  or  other
         liabilities  incurred in  connection  with such  litigation  (including
         attorneys  fees,  costs and other sums awarded to the  counterparty  in
         such action) shall be borne by the Company,  who shall  indemnify  Yeda
         against  any such  expenses  or costs or other  liabilities,  the above
         without  derogating from the provisions of clause 12 below;  (b) in the
         event that Yeda shall be named as a party in any such  litigation  then
         Yeda  shall  be  entitled  to  select  its own  legal  counsel  in such
         litigation,  at its own expense,  provided that if the legal counsel of
         the Company faces a conflict of interest in  representing  Yeda and the
         Company  then the Company  shall bear and pay Yeda's  reasonable  legal
         counsel  expenses.  If Yeda elects not to do so, the  selection  of the

<PAGE>

         legal  counsel  representing  the  Company and Yeda shall be made after
         consultation  with Yeda;  (c) no  settlement,  consent  order,  consent
         judgment or other  voluntary  final  disposition  of such action may be
         entered into without the prior written  consent of Yeda;  and (d) if an
         action is brought against the Company alleging the invalidity of any of
         the Patents,  after consultation with the Company,  Yeda shall have the
         right to take over the sole defence of the action and the Company shall
         cooperate  fully with Yeda in  connection  with any such action and all
         related costs and expenses  related  thereto shall be paid by Yeda. Any
         recovery in any  litigation  as aforesaid  relating to an  infringement
         shall  first be  applied  to cover  costs and  thereafter  divided  84%
         (eighty-four percent) to the Company and 16% (sixteen percent) to Yeda.
         For the removal of doubt,  Yeda shall not itself be obliged to take any
         action to sue for any  infringement or to defend any action as referred
         to in this clause 6.5 above.

6.6.     If the Company  fails to take action to abate any alleged  infringement
         of a Patent,  or to defend any action as  aforesaid,  within 60 (sixty)
         days of a  request  by Yeda to do so (or  within a shorter  period,  if
         required to preserve  the legal rights of Yeda under  applicable  law),
         then Yeda shall have the right  (but not the  obligation)  to take such
         action at its expense and the Company shall cooperate in such action at
         the  Company's  expense  and,  if  required  under  applicable  law  or
         contract,  to be named as a party to any such  action.  Yeda shall have
         full  control of such  action and shall have full  authority  to settle
         such action on such terms as Yeda shall determine.  Any recovery in any
         such litigation shall be for the account of Yeda only.

6.7.     If the  Company  initiates  any action  pursuant to clause 6.5 above or
         becomes aware of any action initiated by any third party concerning any
         alleged  infringement,  or discovers any allegation by a third party of
         infringement  resulting  from the  Patents,  then the Company  shall so
         notify Yeda promptly in writing,  giving full particulars  thereof. The
         Company shall promptly keep Yeda informed and provide copies to Yeda of
         all documents  regarding all such actions or proceedings  instituted by
         or against the Company as  contemplated  under any of the provisions of
         clause 6.5.

<PAGE>

7.   LICENCE

7.1.     Yeda hereby grants to the Company,  and the Company hereby accepts from
         Yeda, an exclusive worldwide licence under the Licensed Information and
         the Patents, for the development,  manufacture and sale of the Products
         ("THE LICENCE") during the period, for the consideration and subject to
         the terms and conditions set out in this Agreement.  For the removal of
         doubt,  no licence is granted  hereunder  with  regard to the  Licensed
         Information  and/or  the  Patents  and/or  any  portion  of  any of the
         aforegoing,  with respect to any exploitation or activities  (including
         the aforegoing  activities) relating to any product or services,  other
         than Products.

7.2.     For the removal of doubt,  nothing  contained in this  Agreement  shall
         prevent Yeda or the Institute from using the Licensed  Information  and
         the Patents for academic research or other scholarly purposes, provided
         that during the Research Period Yeda shall inform the Company about any
         new application of the Licensed  Information  discovered or invented by
         the Scientist in the course of such academic or scholarly  research and
         Company  shall have the right to inform Yeda within 90 (ninety) days of
         such notice,  whether the Company wishes to commence negotiations to an
         agreement   with   respect  of  further   research,   development   and
         commercializing  of  such  new  application,  thereafter  Yeda  and the
         Company  shall  negotiate  the  terms of their  agreement  with 6 (six)
         months from the Company's  response.  For the purpose of clarification,
         Yeda shall not  disclose the new  application  to any third party other
         than the Company within the said examination or negotiation periods. If
         the  Company  does  not  inform  Yeda  of  its  intention  to  commence
         negotiation  or   negotiations   fail,  then  Yeda  shall  be  free  to
         commercialize  the new  application  to any third  party.  The  Company
         recognizes  that the new  application  may be subject to right of third
         parties (non commercial  institutions)  that provide  financing for the
         academic or scholarly research.

7.3.     The Licence  shall remain in force in each country with respect to each
         Product (if not previously terminated in accordance with the provisions
         of this Agreement) until the later of:

7.3.1.      the  date of  expiry  of the  last of the  Patents  in such  country
            covering such Product; or

<PAGE>

7.3.2.      the date of expiry of a period of 15 (fifteen)  years  commencing on
            the  date of  receipt  of FDA New  Drug  Approval  or of  equivalent
            approval for such Product in such country.

         For the purposes of clause 7.3.1 above:  (i) a Product  shall be deemed
         to be covered by a Patent in any country  even after the Patent in such
         country  covering such Product has expired,  in the event that, and for
         so long as, such Product is protected by "Orphan  Drug" status  (within
         the  meaning  of such  term  under  the U.S.  Orphan  Drug  Act),  by a
         Supplementary  Protection  Certificate (within the meaning of such term
         under Council  Regulation (EU) No. 1768/92) or by any other  provisions
         granting similar statutory  protection of such Product in such country;
         and (ii) for the removal of doubt,  "Patent"  shall include also patent
         applications and continuations-in-part.

         The Company shall notify Yeda in writing  immediately  upon the receipt
         of each such FDA New Drug Approval or of equivalent  approval  referred
         to in clause 7.3.2  above,  specifying  its date,  the country in which
         such  approval was obtained and the type of Product in respect of which
         such approval was obtained.

7.4.     A Sublicence  under the Licence may be granted by the Company only with
         the  prior  written  consent  of  Yeda,  which  shall  not be  withheld
         unreasonably.  However,  such prior  consent shall not be needed if the
         Company's shares are traded on a stock exchange located in the European
         Union or the United  States;  provided  further that:  (i) the proposed
         Sublicence  is for  monetary  consideration  only;  (ii)  the  proposed
         Sublicence  is to be  granted  in a bona  fide  arms-length  commercial
         transaction;  (iii) a copy of the agreement granting the Sublicence and
         all amendments  thereof shall be made available to Yeda, 14 days before
         their execution and the Company shall submit to Yeda copies of all such
         Sublicenses and all amendments thereof promptly upon execution thereof;
         and (iv) the  proposed  Sublicence  is made by written  agreement,  the
         provisions  of which are  consistent  with the terms of the Licence and
         contain, inter alia, the following terms and conditions:

7.4.1.      the Sublicence shall expire  automatically on the termination of the
            Licence for any reason;

<PAGE>

7.4.2.      the Sublicensee shall be bound by provisions  substantially  similar
            to those in clause 10 below relating to confidentiality  binding the
            Company;

7.4.3.      all terms  necessary  to enable  performance  by the  Company of its
            obligations hereunder;

7.4.4.      that  any  act or  omission  by the  Sublicensee  which  would  have
            constituted a material  breach of this  Agreement by the Company had
            it been the act or  omission  of the  Company,  shall  constitute  a
            material  breach  of  the  Sublicence  agreement  with  the  Company
            entitling the Company to terminate the  Sublicence,  and the Company
            hereby undertakes to inform Yeda forthwith upon receipt of knowledge
            by the Company of such material breach (provided such breach has not
            been  cured  within  30  days  after  the  Company  had  issued  the
            Sublicensee  a written  notice  with  respect  hereof)  and,  at the
            request of Yeda, and at the Company's cost and expense,  to exercise
            such right of termination;

7.4.5.      that the Sublicence shall not be assignable,  otherwise transferable
            or further sublicenseable;

7.4.6.      that the  Sublicensee  shall  grant to the  Company  the  right,  at
            reasonable times and upon reasonable  notice to the Sublicensee,  to
            send an independent auditor in order to examine those records of the
            Sublicensee   as  may  be  necessary  in  order  to  determine   the
            correctness  or  completeness  of any payment made by the Company to
            Yeda under this Agreement,  all without  derogating from clauses 9.5
            and 9.6 below. The Company shall exercise such audit right at Yeda's
            written request, but not more than once a year per sublicensee. Yeda
            or the Company shall bear all costs and expenses  related thereto in
            accordance with clause 9.5 (mutatis mutandis).

7.5.     For the purposes of this Agreement,  "SUBLICENCE"  shall mean any right
         granted, licence given, or agreement entered into, by the Company to or
         with any other  person or entity,  permitting  any use of the  Licensed
         Information   and/or  the  Patents  (or  any  part   thereof)  for  the
         development,  manufacture  and/or sale of Products (whether or not such

<PAGE>

         grant of rights,  licence given or agreement  entered into is described
         as a  sublicence  or as an agreement  with  respect to the  development
         and/or manufacture and/or sale and/or  distribution and/or marketing of
         Products or otherwise)  and the term  "SUBLICENSEE"  shall be construed
         accordingly.  For the  removal  of  doubt,  the  Company  shall  not be
         entitled to grant, directly or indirectly,  to any person or entity any
         right of  whatsoever  nature to exploit or use in any way the  Licensed
         Information or to develop,  manufacture and/or sell the Products or any
         part of any of the  aforegoing,  save by way of  Sublicence  within the
         meaning  of such  term in  this  paragraph  above  and  subject  to the
         conditions of this clause 7 relating to any such grant.

7.6.     Nothing   contained  in  this  Agreement   shall  be  deemed  to  be  a
         representation  or  warranty,  express  or  implied,  by Yeda  that the
         Existing Patent Application or any patent applications  relating to the
         Licensed  Information  or any portion  thereof  will be granted or that
         patents obtained on any of the said patent  applications are or will be
         valid or will afford  proper  protection  or that the  Invention or any
         other portion of the Licensed  Information  are or will be commercially
         exploitable  or of any  other  value  or that the  exploitation  of the
         Patents,  the Invention or the Licensed  Information  will not infringe
         the rights of any third party.

8.   DEVELOPMENT AND COMMERCIALIZATION

8.1.     Within 1 (one) year of the date of  signature  of this  Agreement,  the
         Company  shall  submit to Yeda,  for its  written  approval  (not to be
         unreasonably  withheld),  a Development  Program for the development of
         Products (such Development  Program,  as approved by Yeda, "THE INITIAL
         DEVELOPMENT PROGRAM").

8.2.     The Company  undertakes,  at its own  expense,  to use best  efforts to
         commercialise the Products and, without  derogating from the generality
         of the aforegoing, to use its best efforts to expedite the commencement
         of the  commercial  sale of the Products.  For such purpose and without
         derogating  from the generality of the  aforegoing,  the Company shall:
         (i) invest in those research and development activities; and (ii) carry
         out and/or have a third  party carry out on its behalf the  performance
         of those trials (including phases I, II and III clinical trials), tests

<PAGE>

         and  other  works  and  activities,  all as  detailed  in  the  Initial
         Development   Program,  in  accordance  with  the  timetable  specified
         therein.  The Company also  undertakes to perform all such other tests,
         works  and  activities  as  are  detailed  in all  further  Development
         Programs (if any) submitted and approved  pursuant to clause 8.5 below,
         in accordance  with the respective  timetables  included  therein.  The
         Company further  undertakes to continue with  commercialisation  of the
         Products diligently throughout the period of the Licence.

8.3.     The Company shall,  after the delivery to, and approval by, Yeda of the
         Initial  Development  Program  under clause 8.1 above,  provide Yeda on
         June 30 and December 31 of each  calendar  year with  written  progress
         reports ("PROGRESS REPORTS") which shall include detailed  descriptions
         of the  progress  and  results,  if any,  of:  (i) the tests and trials
         conducted and all other  actions  taken by the Company  pursuant to the
         Initial  Development Program or any other Development Program delivered
         and  approved  pursuant  to  clause  8.5  below;  (ii)   manufacturing,
         sublicensing,  marketing and sales during the preceding 6 (six) months;
         (iii) the  Company's  plans in respect of the testing,  undertaking  of
         trials or  commercialisation  of  Products  for the  following  6 (six)
         months;  and (iv)  projections  of sales  and  marketing  efforts.  The
         Company  shall also provide any  reasonable  additional  data that Yeda
         requires to evaluate the performance of the Company hereunder.

8.4.     For the  removal  of  doubt,  without  derogating  from  the  remaining
         provisions of this clause 8 or of clause 13.2 below,  nothing contained
         in this Agreement  shall be construed as a warranty by the Company that
         any  Development  Program to be  carried  out by it as  aforesaid  will
         actually   achieve  its  aims  and  the  Company  makes  no  warranties
         whatsoever  as to any  results to be  achieved  in  consequence  of the
         carrying out of any such Development Program.

8.5.     Without derogating from the obligations of the Company pursuant to this
         clause 8 above or from the  provisions  of clause  13.2  below,  in the
         event  that the  Company  shall wish to  develop  and/or  commercialise
         Products  in  addition to those  specified  in the Initial  Development
         Program,  the  Company  shall  inform  Yeda in  writing,  of a  further
         Development  Program  in respect of such  additional  Products  and the

<PAGE>

         provisions  of this  clause 8 shall  apply  also with  respect  to such
         further    Development    Program   and   to   the    development   and
         commercialisation of such additional Products, mutatis mutandis.

8.6.     The Company shall mark,  and cause all its  Sublicensees  to mark,  all
         Products that are  manufactured  or sold under this  Agreement with the
         number or numbers of each Patent applicable to such Product.

9.   ROYALTIES

9.1.     In  consideration  for the grant of the Licence,  the Company shall pay
         Yeda:

9.1.1.      a non-refundable and non-creditable licence fee of US $50,000 (fifty
            thousand  United States  Dollars) per year (or part thereof)  during
            the term of this Agreement  ("THE ANNUAL LICENCE FEE") to be paid in
            advance at the beginning of each 1 (one) year period during the term
            of this  Agreement,  commencing  on the  first day after the date of
            termination  or expiry of the  Research  Period.  For the removal of
            doubt,  the first Annual  Licence Fee shall be paid on the first day
            after  the  end  of the  Research  Period  and  thereafter  on  each
            anniversary of such date.  Notwithstanding,  if the Scientist  shall
            cease to be available for the  supervision of the performance of the
            Research,  the  Annual  Licence  Fee shall  commence  upon the fifth
            anniversary of this Agreement.

9.1.2.      a royalty of 4% (four  percent)  of Net Sales by or on behalf of the
            Company or any Sublicensees;  provided that, in the event that there
            are any sales of a Product  that are not, at the time of such sales,
            covered by a Valid  Patent  Claim (as  hereinafter  defined) in such
            country,  then the royalty rate  referred to in this  clauses  9.1.2
            above shall,  with respect to Net Sales of such Product made in such
            country  during the period such Product is not so covered by a Valid
            Patent Claim as aforesaid,  be reduced to 3% (three  percent),  such
            royalties,  for the  removal of doubt,  being  payable at such lower
            rates in respect of the use of the Licensed  Information  under this
            Agreement.

<PAGE>

                     For the purposes of this clause 9.1.2 above, "VALID PATENT
                     CLAIM" shall mean: (i) a claim under an issued and
                     unexpired patent which is included in the Patents; or (ii)
                     a claim in a pending patent application (including a
                     provisional application) patent application which is
                     included in the Patents; and

9.1.3.               33% (thirty-three percent) of all Sublicensing Receipts;
                     provided that, with respect to those Sublicensing Receipts
                     received pursuant to or in connection with a Sublicence
                     executed after the first anniversary of the date of
                     signature of this Agreement, and subject to the fulfilment
                     of the Company's obligations under this Agreement, the
                     percentage payable in respect of Sublicensing Receipts as
                     aforesaid shall be 16% (sixteen percent).

         For the removal of doubt, the Company undertakes that all sales (within
         the  meaning of such term in clause  1.2.7  above) of  Products  by the
         Company and each Sublicensee shall be for cash consideration only.

9.2.     In calculating Net Sales and Sublicensing  Receipts,  all amounts shall
         be  expressed  in US Dollars  and any amount  received or invoiced in a
         currency other than US Dollars shall be translated into US Dollars, for
         the purposes of  calculation,  in  accordance  with the  Exchange  Rate
         between the US Dollar and such  currency on the date of such receipt or
         invoice,  as the case may be. For the removal of doubt,  in calculating
         amounts  received  by the  Company,  whether  by way  of Net  Sales  or
         Sublicensing  Receipts,  any amount  deducted or withheld in connection
         with any such  payment on  account  of taxes on net  income  (including
         income taxes, capital gains tax, taxes on profits or taxes of a similar
         nature)  payable by the Company in any  jurisdiction,  shall be deemed,
         notwithstanding such deduction or withholding, to have been received by
         the Company. In the event that the Sublicensing  Receipts comprise,  in
         whole or in part, of non-cash consideration  (including shares or other
         securities of the  Sublicensee or any other  entity),  then the Company
         agrees,  promptly  upon Yeda's  request,  to execute  and deliver  such
         documents and instruments and do any other acts as may be necessary, so
         that Yeda receives the percentage share of such non-cash  consideration
         as provided in clause 9.1.3.

<PAGE>

9.3.
9.3.1.      Amounts  payable to Yeda  pursuant to this clause 9 shall be paid to
            Yeda in US  Dollars  (i) in the case of Net  Sales,  on a  quarterly
            basis  and no later  than 30  (thirty)  days  after  the end of each
            calendar  quarter,  commencing  with the first  calendar  quarter in
            which  any Net  Sales  are made or  royalties  are  received  by the
            Company; or (ii) in the case of Sublicensing Receipts, no later than
            7 (seven) days after any such Sublicensing  Receipts are received by
            the Company from any Sublicensees.

9.3.2.      The Company  shall submit to Yeda:  (i) no later than 14  (fourteen)
            days  after any  Sublicensing  Receipts  are  received,  an  interim
            written  report setting out amounts owing to Yeda in respect of such
            Sublicensing Receipts; and (ii) no later than 30 (thirty) days after
            the end of each calendar quarter, commencing with the first calendar
            quarter in which any Net Sales are made or Sublicensing Receipts are
            received  by the  Company,  a full and  detailed  report,  in a form
            agreed upon between the Parties,  certified as being  correct by the
            chief  financial  officer of the  Company,  setting  out all amounts
            owing to Yeda in respect of such previous  calendar quarter to which
            the report refers, and with full details of:

9.3.2.1.        (i) the sales made by the Company and Sublicensees,  including a
                breakdown of Net Sales according to country, identity of seller,
                currency  of  sales,  dates  of  invoices,  number  and  type of
                Products sold;

                (ii)  the  Sublicensing  Receipts,   including  a  breakdown  of
                Sublicensing  Receipts  according  to identity of  Sublicensees,
                countries,  the  currency  of the  payment  and date of  receipt
                thereof;

<PAGE>

                (iii)  deductions  applicable,  as provided in the definition of
                "Net Sales"; and

9.4.     The Company shall keep and shall procure Sublicensees to keep complete,
         accurate and correct books of account and records consistent with sound
         business and  accounting  principles and practices and in such form and
         in such  details as to enable the  determination  of the amounts due to
         Yeda in terms  hereof.  The Company  shall  supply Yeda within 6 months
         from the end of each calendar year,  commencing with the first calendar
         year in which any amount is  payable by the  Company to Yeda under this
         clause 9, a report  signed by the  Company's  independent  auditors  in
         respect of the amounts due to Yeda pursuant to this clause 9 in respect
         of the year  covered  by the said  report  and  containing  details  in
         accordance  with clause 9.3 above in respect of the quarterly  reports.
         The Company shall require its  Sublicensees  to, retain the  aforegoing
         books of account for 6 (six) years after the end of each  calendar year
         during  the  period  of  this  Agreement,  and,  if this  Agreement  is
         terminated for any reason  whatsoever,  for 6 (six) years after the end
         of the calendar year in which such termination becomes effective.

9.5.     At  Yeda's  expense,  and not  more  than  once a year,  Yeda  shall be
         entitled to appoint  representatives  to inspect during normal business
         hours and after it had scheduled the said  inspection with the Company,
         to make copies of the  Company's and  Sublicensees'  books of accounts,
         records  and  other  documentation  (including  technical  data and lab
         books)  (reinstated)  to the  extent  relevant  or  necessary  for  the
         ascertainment  or  verification  of the  amounts due to Yeda under this
         clause 9. The Company  shall take all steps  necessary so that all such
         books of account,  records and other  documentation  of the Company are
         available  for  inspection  as  aforesaid  at a single  location of the
         Company.  In the event that any  inspection  as  aforesaid  reveals any
         underpayment  by the  Company  to Yeda in  respect  of any  year of the
         Agreement  in an  amount  exceeding  5% (five  percent)  of the  amount
         actually  paid by the  Company to Yeda in respect of such year then the
         Company shall (in addition to paying Yeda the  shortfall  together with
         interest thereon in accordance with clause 13.4 below),  bear the costs
         of such inspection. The provisions of this clause 9.5 shall survive the
         termination of this Agreement for whatsoever reason.



<PAGE>



10.      CONFIDENTIALITY

10.1.       The Company shall  maintain in confidence  all  information  or data
            relating to the Patents,  the Licensed  Information,  this Agreement
            and the terms hereof (hereinafter,  collectively referred to as "THE
            CONFIDENTIAL  INFORMATION"),  except  and to  the  extent  that  the
            Company can prove that any such information or data is in the public
            domain  at the date of the  signing  hereof or  becomes  part of the
            public  domain  thereafter  (other than  through a violation  by the
            Company or a Sublicensee of this obligation of confidentiality)  and
            except with  regard to that  portion,  if any,  of the  Confidential
            Information  expressly  released  by Yeda  from this  obligation  of
            confidentiality  by notice in writing to the Company to such effect.
            Notwithstanding  the  foregoing,  the  Company  may  disclose to its
            personnel  and  Sublicensees  the  Confidential  Information  to the
            extent  necessary for the exercise by it of its rights  hereunder or
            in the  fulfilment of its  obligations  hereunder,  provided that it
            shall  bind  such  personnel  and such  Sublicensees  with a similar
            undertaking  of  confidentiality  in writing.  The Company  shall be
            responsible  and liable to Yeda for any breach by its  personnel  or
            any Sublicensee of such undertakings of  confidentiality  as if such
            breach were a breach by the Company itself.

10.2.       In addition  to and  without  derogating  from the  aforegoing,  the
            Company  undertakes  not to make  mention of the names of Yeda,  the
            Institute  or any  scientists  or other  employee  of the  Institute
            (including  the  Scientist) or any employee of Yeda in any manner or
            for any  purpose  whatsoever  in  relation  to this  Agreement,  its
            subject  matter  and any  matter  arising  from  this  Agreement  or
            otherwise,  unless the prior  written  approval of Yeda  thereto has
            been obtained.

10.3.       Notwithstanding  the provisions of clauses 10.1 and 10.2 above,  the
            Company shall not be prevented from mentioning the name of Yeda, the
            Institute  and/or any scientists or other employees of the Institute
            (including the Scientist) or any employee of Yeda or from disclosing
            any  information  if,  and to  the  extent  that,  such  mention  or
            disclosure is to competent authorities for the purposes of obtaining
            approval or  permission  for the exercise of the Licence,  or in the
            fulfilment  of  any  legal  duty  owed  to any  competent  authority
            (including a duty to make  regulatory  filings);  provided that, any
            mention or disclosure in a private  placement  memorandum,  a public
            offering registration  statement or any other filing with the United

<PAGE>

            States  Securities  and Exchange  Commission  ("THE SEC") or similar
            body shall not be deemed  fulfilment  of a legal duty to a competent
            authority,  and any such mention or  disclosure  shall be subject to
            Yeda's  consent,  which consent shall not be withheld  unreasonably.
            Notwithstanding  the  aforegoing,  the Company shall be permitted to
            file  this  Agreement  with  the SEC if in the  opinion  of  outside
            counsel to the Company, the filing of this Agreement with the SEC is
            required by the rules and regulations promulgated by the SEC.

10.4.       No termination of this Agreement, for whatever reason, shall release
            the  Company  from any of its  obligations  under this clause 10 and
            such obligations shall survive any termination as aforesaid.

10.5.       Yeda shall maintain in confidence all  information  received by Yeda
            from the Company which has been designated by the Company in writing
            and in advance as  confidential,  except and to the extent that: (i)
            any such  information or data is in the public domain at the date of
            the signing  hereof or becomes part of the public domain  thereafter
            (other  than  through  a  violation  by Yeda of this  obligation  of
            confidentiality)  or is released by the Company from this obligation
            of  confidentiality  by notice in writing;  (ii) Yeda is required to
            disclose such information in order to fulfill its obligations  under
            this  Agreement   (including  in  connection  with  the  filing  and
            prosecution of patent applications in accordance with the provisions
            of clause 6 above);  or (iii)  Yeda is  required  to  disclose  such
            information  in  fulfilment  of any legal duty owed to any competent
            authority.  For the removal of doubt,  the provisions of this clause
            10.5  shall not  apply in  respect  of any  information  (not  being
            Licensed  Information)  independently  developed  at  the  Institute
            without reference to the confidential  information received from the
            Company.

10.6.       Subject to the terms herein,  Yeda shall have the right to allow the
            scientists  of the  Institute  to publish  articles  relating to the
            Licensed  Information  in scientific  journals or posters or to give
            lectures  or  seminars to third  parties  relating  to the  Licensed
            Information,   on  the  condition  that,  to  the  extent  that  the
            information  to be published  or  disclosed is Licensed  Information
            which  is not  in the  public  domain,  a  draft  copy  of the  said
            contemplated  publication or disclosure shall have been furnished to
            the  Company at least 60 (sixty)  days before the making of any such
            publication  or  disclosure  and the  Company  shall have  failed to
            notify Yeda in writing, within 15 (fifteen) days from receipt of the
            said draft  publication  or  disclosure,  of its  opposition  to the
            making of the  contemplated  publication or  disclosure.  Should the
            Company  notify Yeda in writing  within 15  (fifteen)  days from the
            receipt of the draft contemplated  publication or disclosure that it
            opposes  the making of such  publication  or  disclosure  because it

<PAGE>

            includes  material  (which  has been  specified  in said  notice) in
            respect of which there are reasonable  grounds (which have also been
            specified in said notice)  requiring the preventing or postponement,
            as the case may be,  of such  publication  or  disclosure  so as not
            adversely  to affect  the  Company's  interests  under  the  Licence
            because such Licensed  Information is patentable  subject-matter for
            which  patent  protection  pursuant  to clause  6.1 above  should be
            sought,  then Yeda shall not permit such  publication  or disclosure
            unless  there  shall  first  have been filed an  appropriate  patent
            application  in respect of the material to be published or disclosed
            as  aforesaid.  The  Company  acknowledges  that it is  aware of the
            importance  to  the  researchers  of  publishing   their  work  and,
            accordingly,  the  Company  will use its best  efforts not to oppose
            such publications.

10.7.       Yeda's  obligations  under  this  clause  10  shall  terminate  upon
            termination of this Agreement.

11.  NO ASSIGNMENT

     The  Company  may  not  assign  or  encumber  all or any of its  rights  or
     obligations  under this Agreement or arising  therefrom,  without the prior
     written consent of Yeda,  which consent may be conditioned by Yeda that any
     consideration,  received  by the  Company,  in  respect  of  assignment  as
     aforesaid shall be deemed to be Sublicensing Receipts and the provisions of
     clause 9 above shall apply with respect thereto, mutatis mutandis). For the
     purposes of this clause 11, the merger of the Company with  another  entity
     (whether or not the Company is the surviving  entity) shall be deemed to be
     an assignment.  Notwithstanding the aforegoing,  the Company may assign all
     of its rights and obligations  (other than those  undertakings set forth in
     clause 12A below, it being  understood that a breach of clause 12A below by
     the Company  shall  constitute a breach of this  Agreement by such assignee
     and that nothing herein shall derogate from the provisions of clause 13.2.3
     below) to a  wholly-owned  subsidiary of the Company,  provided that (a) no

<PAGE>

     such  assignment  shall  relieve the Company of its  obligations  hereunder
     should such assignee  refuse or fail to perform any  obligations  hereunder
     that are assigned to it; (b) such assignee confirms in writing (in form and
     substance  satisfactory to Yeda) that it accepts and assumes all the rights
     and  obligations  under  this  Agreement  assigned  to  it by  the  Company
     hereunder;  (c)  such  assignee  may not  further  assign  its  rights  and
     obligations  under  this  Agreement;  and (d) it  shall be  deemed  to be a
     material breach of this Agreement, by the Company and such assignee, should
     such assignee cease to be a wholly-owned  subsidiary of the Company, unless
     all rights and  obligations  of such assignee  under this Agreement can be,
     and are, to Yeda's satisfaction, assigned back to the Company.

12.  EXCLUSION OF LIABILITY AND INDEMNIFICATION

12.1.    Yeda, the Institute and the  directors,  officers and employees of Yeda
         and/or of the Institute  (hereinafter  collectively "THE  INDEMNITEES")
         shall  not be  liable  for any  claims,  demands,  liabilities,  costs,
         losses, damages or expenses (including legal costs and attorneys' fees)
         of  whatever  kind or nature  caused to or  suffered  by any  person or
         entity  (including  the Company or any  Sublicensee)  that  directly or
         indirectly arise out of or result from or are encountered in connection
         with this Agreement or the exercise of the Licence,  including directly
         or  indirectly  arising  out of or  resulting  from or  encountered  in
         connection with the development, manufacture, sale or use of any of the
         Products by the Company,  any  Sublicensee  or any person acting in the
         name of or on behalf of any of the aforegoing,  or acquiring,  directly
         or  indirectly,  any of the  Products  from any of the  aforegoing,  or
         directly or indirectly  arising out of or resulting from or encountered
         in  connection  with  the  exploitation  or use by the  Company  or any
         Sublicensee of the Licensed Information or any part thereof,  including
         of any data or information  given,  if given,  in accordance  with this
         Agreement.

12.2.    In the event that any of the  Indemnitees  should  suffer any  damages,
         claim, demand, liability,  loss, cost or expense (including legal costs
         and attorneys' fees) as aforesaid in clause 12.1, or shall be requested
         or obliged to pay to any  person or entity  any  amount  whatsoever  as
         compensation for any damages,  demand, claim, liability,  cost, loss or
         expense  as  aforesaid,  then  the  Company  shall  indemnify  and hold
         harmless  such  Indemnitees  from and against any and all such damages,

<PAGE>

         claim, demand,  liability,  loss, cost or expense (including attorney's
         fees and legal costs) of whatever kind or nature as aforesaid.  Without
         limiting   the   generality   of   the   aforegoing,    the   Company's
         indemnification  as aforesaid  and the exclusion of liability in clause
         12.1 above  shall  extend to product  liability  claims and to damages,
         claims, demands,  liabilities,  losses, costs and expenses attributable
         to death, personal injury or property damage or to penalties imposed on
         account  of  the  violation  of any  law,  regulation  or  governmental
         requirement.

12.3.    The Company shall at its own expense  insure its liability  pursuant to
         clause  12.2  above  during the period  beginning  clinical  trials and
         continuing during the entire period that the Licence is in force in any
         country,  plus an additional  period of 7 (seven) years. Such insurance
         shall  be  in  reasonable  amounts  and  on  reasonable  terms  in  the
         circumstances,  having  regard,  in  particular,  to the  nature of the
         Products,  and  shall  be  subscribed  for from a  reputable  insurance
         company.  The named insured under such insurances shall be the Company,
         Yeda and the Institute and the beneficiaries thereof shall include also
         the  respective  employees,  officers  and  directors  of Yeda  and the
         Institute.   The  policy  or  policies  so  issued   shall   include  a
         "cross-liability"  provision  pursuant to which the insurance is deemed
         to be  separate  insurance  for each named  insured  (without  right of
         subrogation  as against any of the insured under the policy,  or any of
         their  representatives,  employees,  officers,  directors  or anyone in
         their name) and shall further  provide that the insurer will be obliged
         to notify each insured in writing at least 30 (thirty)  days in advance
         of the expiry or  cancellation  of the policy or policies.  The Company
         hereby  undertakes to comply  punctually with all  obligations  imposed
         upon it under  such  policy  or  policies  and in  particular,  without
         limiting  the  generality  of  the  aforegoing,  to  pay  in  full  and
         punctually  all  premiums  and  other  payments  for which it is liable
         pursuant to such policy or  policies.  The Company  shall be obliged to
         submit to Yeda  copies of the  aforesaid  insurance  policy or policies
         within 14 (fourteen) days of the date of issue of each such policy.

12.4.         The provisions of this clause 12 shall survive the termination of
              this Agreement for whatsoever reason.

<PAGE>

12A. UNDERTAKINGS BY THE COMPANY

     The Company hereby undertakes,  within 120 (one hundred and twenty) days of
     the date of signature of this Agreement:

12A.1.   to issue to Yeda (i) a warrant,  exercisable  at an aggregate  exercise
         price of US $900 (Nine Hundred United States Dollars) to purchase up to
         2.23% of the  issued  and  outstanding  shares of  common  stock of the
         Company   immediately   following   the   exercise   of  such   warrant
         (representing  partial  consideration  for  the  grant  by  Yeda of the
         Licence to the Company) and (ii) a warrant, exercisable at an aggregate
         exercise  price of US $1,100 (One  Thousand One Hundred  United  States
         Dollars) to purchase up to 2.67% of the issued and  outstanding  shares
         of the Company  immediately  following  the  exercise  of such  warrant
         (representing  Yeda's share,  under the Institute's  internal rules, of
         the equity securities  provided,  or to be provided,  by the Company to
         the  Scientist in  consideration  for the  Scientist's  entering into a
         consulting agreement with the Company) provided that the maximum number
         of shares of common  stock that Yeda may  exercise  under the  warrants
         described in subclauses  12A.1(i) and 12A.1(ii)  above shall be 771,713
         and  923,979,  respectively  (in each case as such  number of shares of
         common  stock  shall be  appropriately  adjusted  in the event of stock
         splits, stock dividends,  capital  reorganisations,  reclassifications,
         recapitalisations  and the  like as well as  issuances  or sales by the
         Company of shares for par value only, for  consideration  less than par
         value and for no  consideration,  all in accordance  with the terms and
         conditions of said warrant,  which shall be satisfactory to Yeda and to
         the  Company).  Each such  warrant  shall be  exercisable  for a period
         beginning  one year after the date of signature of this  Agreement  and
         ending at the later of (a) one year  following the  termination of this
         Agreement  and (b) ten  years  after  the  date  of  signature  of this
         Agreement  and to have such further  terms and  conditions  as shall be
         satisfactory to Yeda and the Company; and

12A.2.   to enter into an agreement granting  registration  rights to Yeda, such
         agreement to have such terms and conditions as shall be satisfactory to
         Yeda and the Company.

<PAGE>

13.  TERM AND TERMINATION

13.1.    Unless otherwise  agreed to in writing,  this Agreement shall terminate
         upon the occurrence of the later of the following:

13.1.1.     the date of expiry of the last of the Patents; or

13.1.2.     the expiry of a continuous  period of 20 (twenty) years during which
            there shall not have been a First  Commercial Sale of any Product in
            any country.

13.2.    Notwithstanding anything to the contrary contained in this Agreement:

13.2.1.     Yeda shall be  entitled,  at its  option:  (i) to modify the Licence
            hereunder so that it is non-exclusive only, by written notice to the
            Company (any such  amendment of this Agreement by Yeda as aforesaid,
            being effective immediately,  the Company's consent thereto (written
            or otherwise) not being required,  notwithstanding the provisions of
            clause 17.2 below); or (ii) to

<PAGE>



            terminate this Agreement (including the Licence hereunder) by giving
            the Company 30 (thirty) days' written notice:

            (a)   The  Company  shall  fail to achieve  commercialization  of at
                  least 1 (one)  Product  specified in the  Development  Program
                  relating to such  Product,  within 12  (twelve)  months of the
                  date  for  successful  achievement  of  the  last  development
                  milestone as set out in Development Program;

            (b)   within  3  three  years  of the  identification  of the  first
                  Product to be  developed,  Phase I clinical  trials  shall not
                  have  commenced  with  respect  to such  Product,  unless  the
                  Company  shall  have  invested,  during  such 3  (three)  year
                  period,  an aggregate amount of at least US $3,000,000  (three
                  million United States  Dollars) in research and development in
                  respect of such Product;

            (c)   within 7  (seven)  years of the  identification  of the  first
                  Product to be developed,  Phase III clinical  trials shall not
                  have  commenced  with  respect  to such  Product,  unless  the
                  Company  shall  have  invested,  during  such 7  (seven)  year
                  period,  including the amount set forth in sub-section  13.2.1
                  (ii)(b)  above an aggregate  amount of at least US  $6,000,000
                  (six million  United States  Dollars) in research  (other than
                  the Research) and development in respect of such Product;

            (d)   First  Commercial  Sale of at least one Product shall not have
                  commenced within 1 (one) year of the first date upon which all
                  milestones     relevant    to    the    development     and/or
                  commercialisation  of any Product  pursuant to any Development
                  Program have been achieved; or

            (e)   commercial sale of any Product having  commenced,  there shall
                  be a period of 12  (twelve ) months  or more  during  which no
                  sales of any Product  shall take place  (except as a result of
                  force  majeure  or other  factors  beyond  the  control of the
                  Company).

<PAGE>

13.2.2.     Without  derogating from the  aforegoing,  Yeda shall be entitled to
            terminate this Agreement (unless previously terminated in accordance
            with the  provisions of this  Agreement),  by written  notice to the
            Company  (effective  immediately),   if  the  Company  contests  the
            validity of any of the Patents;

13.2.3.     Without  derogating  from the  aforegoing  and from any other remedy
            available to Yeda for breach of this Agreement by the Company,  Yeda
            shall be entitled to terminate  this  Agreement by written notice to
            the Company  (effective  immediately) if the Company fails to comply
            with any of the  provisions of clauses  12A.1 and 12A.2,  within 120
            (one  hundred  and  twenty)  days of the date of  signature  of this
            Agreement.

13.3.    Without  derogating from the parties' rights hereunder or by law to any
         other or additional  remedy or relief, it is agreed that either Yeda or
         the Company may terminate this  Agreement and the Licence  hereunder by
         serving a written notice to that effect on the other upon or after: (i)
         the  commitment of a material  breach hereof by the other party,  which
         material  breach  cannot be cured or,  if  curable,  which has not been
         cured by the party in breach  within 21  (twenty-one)  days (or, in the
         case of failure by the  Company to pay any amount due from the  Company
         to Yeda pursuant to or in connection  with this  Agreement on or before
         the due date of  payment,  10 (ten)  days)  after  receipt of a written
         notice  from the other  party in  respect of such  breach,  or (ii) the
         granting of a winding-up  order in respect of the other party,  or upon
         an order being granted against the other party for the appointment of a
         receiver,  or if such other party passes a resolution for its voluntary
         winding-up,  or if a temporary or permanent  liquidator  or receiver is
         appointed  in  respect  of  such  other  party,  or if a  temporary  or
         permanent  attachment order is granted on such other party's assets, or
         a  substantial  portion  thereof,  or if such  other  party  shall seek
         protection  under any laws or  regulations,  the  effect of which is to
         suspend  or impair  the  rights of any or all of its  creditors,  or to
         impose a moratorium on such creditors,  or if anything analogous to any
         of the  aforegoing in this clause  13.3(ii) above under the laws of any
         jurisdiction occurs in respect of such other party and the order or act
         as  aforesaid is not  cancelled  within 60 (sixty) days of the grant of
         such order or the performance of such act.

<PAGE>

13.4.    Any amount payable  hereunder by one of the parties to the other,  that
         has not been paid by its due date of payment,  shall bear interest from
         its due date of  payment  until  the  date of  actual  payment,  at the
         maximum rate  prevailing from time to time during the period of arrears
         at Bank Hapoalim  B.M. in respect of  unapproved  overdrafts in current
         accounts.

13.5.    In the event Yeda desires to exploit the Licensed  Information,  or any
         part thereof,  in order to conduct sponsored  research with respect to,
         or pursue commercialisation of, a given Product and the Company has not
         already  submitted  to Yeda a  Development  Program  in respect of such
         Product in accordance with clause 8 above, then:

13.5.1.     Yeda shall  notify the  Company in writing of the Product in respect
            of which it desires to conduct  sponsored  research or it desires to
            commercialise  (such  notice  specifically  referring to this clause
            13.5),   such  notice  to  identify  the  Product  with   reasonable
            specificity  and  particularity  (such  Product  being "THE PROPOSED
            PRODUCT" and such notice being "THE PRODUCT NOTICE");

13.5.2.     upon receipt of a Product  Notice,  the Company shall have 3 (three)
            months to provide  Yeda with a  Development  Program  ("THE  PRODUCT
            DEVELOPMENT  PROGRAM") for the development and  commercialisation of
            the Proposed Product;

13.5.3.     in the  event  the  Company  fails to  provide  Yeda  with a Product
            Development Program within the 3 (three) month period referred to in
            clause 13.5.2 above,  Yeda may, by notice in writing,  terminate the
            Licence  hereunder in respect of the Proposed Product and Yeda shall
            be  entitled  to use the  Licensed  Information  in order to conduct
            sponsored  research with respect to the Proposed  Product or to use,
            or to  grant  licences  to use,  the  Licensed  Information  and the
            Patents to develop,  manufacture,  sell, offer for sale,  import and
            otherwise  distribute the Proposed Product;  provided that, any such
            licence  shall  be in  writing  and  shall  include  confidentiality
            obligations  on the licensee  similar,  mutatis  mutandis,  to those
            imposed on the Company pursuant to clauses 10.1 to 10.4 above.

<PAGE>

13.6.    Upon the  termination  of this Agreement for whatever  reason:  (i) all
         rights in and to the Licensed  Information and the Patents shall revert
         to Yeda and the  Company  shall not be entitled to make any further use
         thereof  and the Company  shall  deliver to Yeda all  drawings,  plans,
         diagrams,  specifications,  other  documentation,  models  or any other
         physical  matter in the  Company's  possession  in any way  containing,
         representing  or  embodying  the  Licensed  Information;  and  (ii) the
         Company shall grant to Yeda a  non-exclusive,  irrevocable,  perpetual,
         paid-up, worldwide licence in respect of the Company's Information.  In
         this clause 13.6 above, the term "THE COMPANY'S INFORMATION" shall mean
         any invention, product, material, method, process, technique, know-how,
         data,  information  or other  result  which  does not form  part of the
         Licensed  Information,  discovered  or  occurring  in the  course of or
         arising from the  performance  by the Company of the  development  work
         pursuant  to  clause  8  above,  including  any  regulatory  filing  or
         approval, filed or obtained by the Company in respect of the Products.

13.7.    The  termination of this Agreement for any reason shall not relieve the
         Company  of any  obligations  which  shall have  accrued  prior to such
         termination.

13.8.    In the event that this Agreement shall be terminated, other than by way
         of  termination  by Yeda pursuant to clause  13.2.2 or 13.3 above,  and
         that,  at any time within 5 (five) years  following  such  termination,
         Yeda shall grant to a third party a licence in respect of the Company's
         Information or any part thereof (alone or together with any part of the
         Licensed Information) and Yeda shall receive in respect of such licence
         consideration,  then,  subject  to  the  Company  having  complied  and
         continuing  to comply  with all its  obligations  under this  Agreement
         which remain in existence  following  termination  of this Agreement as
         aforesaid  (including the  provisions of clause 13.6 above,  Yeda shall
         pay to the Company 16% (sixteen  percent) of the Net Proceeds  actually
         received  by Yeda in respect of such a licence,  until such time as the
         Company  shall have  received,  in  aggregate,  the full  amount of the
         Research Budget actually paid by the Company to Yeda. Yeda shall pay to
         the  Company  amounts,  if any,  payable  under this clause 13.8 above,
         within  30  (thirty)  days  from the end of each  quarter  on which the
         relevant Net Proceeds were received.

<PAGE>

         For the purpose of this clause 13.8,  "NET PROCEEDS" means royalties or
         other  consideration  of any kind  invoiced  by Yeda in respect of such
         licence  (excluding  funds  for  research  and/or  development  at  the
         Institute or payments for the supply of  services)  after  deduction of
         all costs,  fees and expenses  incurred by Yeda in connection with such
         licence (including,  without limitation,  patent related costs, and all
         attorneys  fees and expenses and other costs and expenses in connection
         with the negotiation, conclusion and administration of such licence).

14.  NOTICES

     Any notice or other communication  required to be given by one party to the
     other under this Agreement  shall be in writing and shall be deemed to have
     been served: (i) if personally delivered,  when actually delivered; or (ii)
     if sent by facsimile,  the next business day after receipt of  confirmation
     of transmission;  or (iii) 10 (ten) days after being mailed by certified or
     registered  mail,  postage  prepaid  (for  the  purposes  of  proving  such
     service--it  being  sufficient  to prove  that  such  notice  was  properly
     addressed  and posted) to the  respective  addresses of the parties set out
     below,  or to such other address or addresses as any of the parties  hereto
     may from  time to time in  writing  designate  to the  other  party  hereto
     pursuant to this clause 14:

14.1.    to Yeda at:                  P.O. Box
                                      95 Rehovot 76100
                                      Attention: the CEO
                                      Facsimile: (08)
                                      9470739

14.2.         to the Company at:      Abramovich, Yosef, Hakim-
                                      Law Offices
                                      Toyota Towers
                                      65 Igal Alon Street
                                      Tel-Aviv 67443
                                      Attention:     Adv. Shlomo Hakim
                                      Facsimile:     (03) 5628155

15.  VALUE ADDED TAX

     The  Company  shall pay to Yeda,  against  submission  of  appropriate  tax
     invoices, all amounts of Value Added Tax imposed on Yeda in connection with

<PAGE>

     the transactions  under this Agreement,  if any. All amounts referred to in
     this Agreement shall be exclusive of Value Added Tax.

16. GOVERNING LAW AND JURISDICTION

     This Agreement  shall be governed in all respects by the laws of Israel and
     the parties  hereby submit to the exclusive  jurisdiction  of the competent
     Israeli courts,  except that Yeda may bring suit against the Company in any
     other  jurisdiction  outside  Israel in which the  Company  has assets or a
     place of business.

17.  MISCELLANEOUS

17.1.    The headings in this Agreement are intended  solely for  convenience or
         reference  and shall be given no effect in the  interpretation  of this
         Agreement.

17.2.    This Agreement  constitutes  the entire  agreement  between the parties
         hereto in respect of the subject  matter  hereof,  and  supersedes  all
         prior agreements or understandings  between the parties relating to the
         subject  matter  hereof  (including  the  Memorandum  of  Understanding
         between the parties  dated  February 12,  2002) and,  subject to clause
         13.2.1(i)  above,  this  Agreement  may be  amended  only by a  written
         document signed by both parties hereto.  No party has, in entering into
         this Agreement, relied on any warranty,  representation or undertaking,
         except as may be expressly set out herein.

17.3.    This Agreement may be signed in any number of  counterparts,  no one of
         which need be signed by more than one party, and all such copies,  when
         duly  executed,  shall be  considered  an  original of one and the same
         document.

17.4.    No waiver by any party  hereto,  whether  express  or  implied,  of its
         rights under any provision of this Agreement shall  constitute a waiver
         of such  party's  rights under such  provisions  at any other time or a
         waiver  of such  party's  rights  under  any  other  provision  of this
         Agreement.  No failure by any party  hereto to take any action  against
         any breach of this  Agreement or default by another  party hereto shall
         constitute  a waiver  of the  former  party's  rights  to  enforce  any
         provision of this  Agreement  or to take action  against such breach or
         default or any subsequent breach or default by such other party.

<PAGE>

17.5.    If any provision of this  Agreement is held to be  unenforceable  under
         applicable  law, then such provision shall be modified as set out below
         and the  balance  of this  Agreement  shall be  interpreted  as if such
         provision were so modified and shall be enforceable in accordance  with
         its terms.  The parties shall negotiate in good faith in order to agree
         on the terms of an alternative provision which complies with applicable
         law and achieves,  to the greatest extent possible,  the same effect as
         would have been achieved by the invalid or unenforceable provision.

17.6.    Nothing  contained  in this  Agreement  shall be construed to place the
         parties in relationship of partners or parties to a joint venture or to
         constitute either party an agent,  employee or legal  representative of
         the other party and neither  party shall have power or authority to act
         on behalf of the other  party or to bind the other  party in any manner
         whatsoever.

17.7.    All payments to be made to Yeda hereunder  shall be made free and clear
         of and  without  any  deduction  for  or on  account  of  any  set-off,
         counterclaim or tax.

17.8.    Each party  agrees to execute,  acknowledge  and deliver  such  further
         documents and  instruments and do any other acts, from time to time, as
         may be  reasonably  necessary,  to  effectuate  the  purposes  of  this
         Agreement.

17.9.    None of the provisions of this  Agreement  shall be for the benefit of,
         or enforceable by, any person who is not a party to this Agreement.

<PAGE>


IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET THEIR SIGNATURES AS OF THIS 8TH
DAY OF OCTOBER 2003.


for    YEDA RESEARCH AND                         for    BERT LOGIC, INC.
       DEVELOPMENT COMPANY LIMITED

By:    Dr. Issac Sharit   Prof. Haim Garty       By:    Bob Pico
       --------------------------------------           ------------------------
Title: CEO                Chairman               Title: Chief Executive Officer
       --------------------------------------           ------------------------




</TEXT>
</DOCUMENT>
