exhibit 10. 9 exhibit 10. 9 shares assignment agreement made by and between : israel healthcare ventures 2 lp incorporated, a guernsey limited partnership, with offices located at 32 habarzel st., ramat hachayal, israel ( the “ ihcv ” ) ; and topspin medical, inc., a delaware corporation, topspin medical ( israel ) ltd., an israeli corporation, with head office at 5 ha ’ mapilim st., kfar shmaryaho, israel ( the “ topspin ” ) ; and whereas ihcv is the holder of 1, 400, 000 ordinary shares par value nis 0. 01 each of metamorefix ltd., an israeli company limited by shares with a registration number # # # - # # # - # # # # ( “ transferred shares ” and “ metamorefix ” respectively ) ; and whereas ihcv is willing to assign to topspin the transferred shares for no consideration subject to receipt of shares in topspin from megenesis partners ltd. pursuant to a separate agreement executed on even date ( “ medgenesis sta ” ). now therefore the parties hereto ( “ parties ” and each a “ party ” ) agree as follows : 1. premable and interpetation 1. 1 the preamble and any appendices hereto form integral and inseparable parts of this agreement. 1. 2 this agreement and schedules thereto, and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. 2. ihcv ’ s and topspin ’ s representations 2. 1 ihcv represents that : ( i ) ihcv has paid metamorefix the full consideration due for the transferred shares and there is no debt due to metamorefix or anyone else with respect to the transferred shares ; ( ii ) ihcv is the sole and exclusive owner of the transferred shares, and the transferred shares are free and clear of any and all encumbrances, liens and third parties ’ rights ; ( iii ) ihcv has not sold nor promised to sell the transferred shares to any third party ; ( iv ) this agreement constitutes a valid and legally binding obligation of the ihcv, legally enforceable against ihcv in accordance with its terms ; and ( v ) ihcv has full power and authority to assign the transferred shares. 2.