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License Agreement

12 Months Ended

Dec. 31, 2020

NOTE 5:-

LICENSE AGREEMENT

In May 2015, Wize Israel entered into an Exclusive Distribution and Licensing Agreement (as amended, the “License Agreement”) with Resdevco Ltd. (“Resdevco”), whereby Resdevco granted to Wize Israel (and thereafter, to OcuWize) an exclusive license to purchase, market, sell and distribute a formula known as LO2A (“LO2A”) in the United States and China as well as a contingent right to do the same in other countries. LO2A is a drug developed for the treatment of DES, and other ophthalmological illnesses, including CCH and Sjögren’s. Pursuant to the LO2A License Agreement, Wize Israel is required to pay Resdevco royalties for sales in the licensed territories, payable on a semi-annual basis, subject to making certain minimum royalty payments as set forth in the LO2A License Agreement. In January 2020 and January 2021, the Company paid Resdevco royalties in the amount of $150.

Pursuant to the License Agreement, the minimum royalties payable by Wize Israel to Resdevco shall be $150 per year through 2021. A one-time payment to Resdevco by Wize Israel in an amount of $650 shall be due no later than the second anniversary of the receipt of Food and Drug Administration (“FDA”) approval (the “Deferred Amount”); however, following FDA approval, if annual royalties due to Resdevco by Wize Israel exceed the Minimum Royalties (as defined in the License Agreement), an amount equal to 50% of such excess shall be added towards settlement of the Deferred Amount. As to royalty payments, Resdevco shall be entitled to the greater of $0.60 per unit sold, or a percentage of revenues, not to exceed 10%, from sales made in the United States and other countries, excluding Israel, China and Ukraine, but not less than the Minimum Royalties.

The Company has determined not to pursue currently any activities outside the USA until the Company will obtain from Resdevco satisfactory registration file including DES and at least one more indication such as CCH or Sjögren’s. The Company seeks to approve a proposed regulatory strategy acceptable to the Chinese market based on the regulatory files provided.

The LO2A License Agreement has an initial term of seven years that expires in May 2022, and, unless Wize Israel provides prior notice of at least twelve (12) months terminating the agreement, the LO2A License Agreement renews automatically each year. Wize Israel may terminate the LO2A License Agreement prior to May 2022, subject to certain conditions, including, a 180 days prior notice to Resdevco, and penalty payment of $100,000, depending on the timing of termination. The LO2A License Agreement may also be terminated by either party upon the occurrence of certain other customary termination triggers, including material breaches of the LO2A License Agreement by either party.

On May 4, 2020, the Company and Resdevco entered into a further amendment to the License Agreement, whereby the parties agreed, among other things, that if (i) within 3 months after we receive a pre-Investigational New Drug (“IND”) with respect to the LO2A, or (ii) in case of proven inability to receive such Pre-IND as a direct result of the COVID-19, in both cases not later than December 31, 2021, we provide Resdevco with a written termination notice, the License Agreement shall be terminated immediately, and to the extent we exercise such termination right before the end of 2021, no minimum royalty fee shall be due for the year 2022.

As of the date of these Financial Statements, the Company had not received FDA approval for LO2A.

See Note 10 below regarding the Company’s contingent obligation for the payment of 37% of the future Lo2A proceeds.

As of December 31, 2020, the Company has recognized a liability of $250, representing the minimum commitment to pay royalties to Resdevco based on the upcoming January 2021 payment in an amount of $150 and an amount of $100 which represents a termination fee payable to Resdevco if the Company exercises its right to terminate the License Agreement.

As of December 31, 2020 and 2019, the current liability to pay future royalties amounts to $250 (for additional information and minimum royalties see also Note 6).