EX-10.20 6 exhibit_10-20.htm EXHIBIT 10.20

Exhibit 10.20
[Translation from Hebrew]
State of Israel
Ministry of Trade and Industry
Industrial Research and Development Administration
Office of Chief Scientist
Jerusalem
Letter of Approval Number: 42075
(Fiscal regulation: 38020101)
Group: 13
To
Pluristem Ltd.
POB – 15105
Haifa 31905
Letter of Approval

| 1. | We hereby inform you that the research committee, by virtue of its authority according to Article 17 of the Law for the Encouragement of Research and Development in the Industry, 5744-1984 (hereinafter: the “R&D Law”), has resolved in its meeting on 26/05/2009 to approve the program as submitted by you on 26/05/2009, which subject matter is:

| a. | Subject of approved program: Treatment with mesenchyme placental cells grown in a culture.

| b. | Performing the approved program: Pluristem Ltd.

|  | Registration Number: 513371666 (hereinafter - the “Approved Program”)

| 2. | a. The research and development expenses approved for the performance of the approved program will be in an amount of up to: NIS 3,266,800. In words: Three million two hundred and six thousand and eight hundred NIS. b. The rate of grant approved is 30% of the development expenses (addition with respect to a national priority zone A/ line of confrontation), which is up to an amount of NIS 980,040. In words: Nine hundred eighty thousand, forty NIS.

| 3. | The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and procedures promulgated thereunder and subject to the following terms:

| a. | The approved program will be performed as detailed in your request within a period of 12 months – from 01/3/2009 and until 28/2/2010 (hereinafter: the “Performance Period”).

| b. | (1) You must inform the Office of the Chief Scientist about every change in the control of the recipient of the grant in the company’s shares and/or in one of the following controlling means: (a) the right to vote in the company’s general meetings; (b) the right to appoint directors in the company; (c) the right to participate in the company’s profits. (2) Transferring any percentage of the controlling means stated in subsection (1) to a non-Israeli resident or to a foreign company, which make the non-Israeli resident or foreign company an interested party as defined in the Securities Law, 1968, requires notification to Office of the Chief Scientist and a written undertaking of the non-Israeli resident or the foreign company to the R&D Law. The letter of approval shall be signed in the form existing in the office of the Chief Scientist and in the website of the Ministry of Industry, Trade and Employment.

| c. | Additional terms: Royalties shall be paid on Company’s income.

| d. | See the appendix in the matter of intellectual property.

| e. | In the event of pledging the company’s assets to an Israeli bank against credit, the company must ensure that the pledge shall be subject to the R&D Law.

| f. | If the plan is connected to an agreement with an academic institution or an academic implementation company, the company must ensure that the agreement is subject to the provisions of the R&D Law.

| Sincerely,
| /s/ Dr. Eli Ofer
| Dr. Eli Ofer The Chief Scientist