Common use of The Research Project Clause in Contracts

The Research Project. The parties will collaborate in the performance of the Research Project, pursuant to the following terms and conditions: 2.1. The Research Project shall include multiple trials as agreed upon by the Parties (the “Trials”), each Trial shall be performed in accordance with a Trial Protocol to be prepared by Rosetta for each Trial and agreed upon by THM (the “Protocol”). Each Protocol will be attached to this agreement as Appendix A1, A2 and so forth and constitute an integral part of this Agreement. The remuneration for each Trial shall be agreed upon by both Parties in advance and shall be specified in a budget schedule, executed by both Parties for each Trial and attached to the Trial’s Protocol (the “Budget Schedule”). The Budget Schedule of each Trial shall be attached to this agreement as ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ and so forth and constitute an integral part of this Agreement, the Protocol and the Budget Schedule collectively hereinafter: the “Protocol Plan”; The Protocol Plan for each Trial shall constitute an integral part of this Agreement. 2.2. The first Trial shall be conducted according to the Protocol attached to this Agreement as Appendix A1 and constituting an integral part thereof (“Protocol A1”). THM and Rosetta shall perform the activities mentioned in Protocol A1. THM shall perform the activities designated to it in Protocol A1 and in any other Protocol, directly or by employing the services of the Fund or any other third party to be agreed between THM and Rosetta (the entity who shall carry out the Trials on the part of THM: “the Research Entity”). 2.3. Rosetta shall oversee the conduct of the Research Project. THM shall designate a senior researcher currently contemplated to be ▇▇▇▇. ▇▇▇▇▇▇ Rechavi (the “Investigator”) to collaborate with Rosetta in carrying out THM’s activities related to the Research Project. 2.4. A part of Rosetta’s activities under the Research Project shall be conducted in the facilities of the Hospital (“Rosetta’s Work”) by Rosetta’s employees and/or agents and/or representatives and/or contractor’s (“Rosetta’s Personnel”). 2.4.1. Rosetta’s Personnel shall be skillful, prudent, professionals and experienced in the field of the Research Project and shall hold any license and be qualified and authorized to perform Rosetta’s Work in accordance with the requirements of the applicable laws, regulations and guidelines. 2.4.2. Rosetta’s Work shall be performed by Rosetta’s Personnel in strict accordance with the Hospital’s and/or the Research Entity’s and/or THM’s internal guidelines and/or rules and/or directives relating to Rossetta’s Work and/or to the work performed at the Hospital’s facilities or to the Hospital’s and/or the Research Entity’s devises, instruments or systems. 2.4.3. Without derogating from anything to the contrary in this Agreement, Rosetta’s Personnel shall obey all administrative instructions of the Investigator or any other person designated by the Research Entity for such purpose (“Site’s Supervisor”). Site’s Supervisor shall determine the exact dates and hours during which Rosetta’s Work shall be performed at the Hospital. 2.4.4. Rosetta’s Personnel shall be deemed independent contactors and/or Rosetta’s employees, and shall not be considered a partner, agent, employee or representative of the Research Entity and/or of THM. 2.5. Either party may conduct additional research projects, independently or with other third parties, in parallel to or following the Research Project, and nothing in this Agreement shall prevent a party from engaging in any additional research, provided that it fulfills its obligations hereunder. 2.6. Each party represents and warrants that it is legally authorized and entitled to assume all responsibilities under this Agreement. 2.7. It is a condition precedent to the validity of this Agreement with respect to each Trial that this Agreement shall come into effect with respect to each Trial only after approval is received from: the Helsinki Committee and the Hospital’s Committee for Research Contracts with Commercial Companies. The approval of the Helsinki Committee shall approve all the following: (a) the Protocol of the Trial (b) the transfer of the Study Specimens to Rosetta, (c) the use of the Study Specimens under the study to be conducted by Rosetta (the “Study”)

The Research Project. 2.1 The parties will collaborate in the performance of the Research Project, pursuant to the following terms and conditions: 2.1. 2.2 The Research Project shall include multiple trials as agreed upon by the Parties (the “Trials”), each Trial shall be performed in accordance with a Trial Protocol protocol to be prepared by Rosetta the company for each Trial and agreed upon by THM Hadasit (the “Protocol”). Each Protocol will be attached to this agreement as Appendix A1, A2 and so forth and constitute an integral part of this Agreement. The remuneration for advisory services provided during each Trial shall be agreed upon by both Parties in advance and shall be specified in a budget schedule, executed by both Parties for each Trial and attached to the Trial’s Protocol (the “Budget Schedule”). The Budget Schedule of each Trial shall be attached to this agreement as ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ and so forth and constitute an integral part of this Agreement, . the Protocol and the Budget Schedule collectively hereinafter: the “Protocol Plan”; The Protocol Plan for each Trial shall constitute an integral part of this Agreement. 2.2. 2.3 The first Trial Trials shall be conducted according to the Protocol attached to this Agreement as Appendix A1 Appendix A2, and constituting an integral part thereof ("Protocol A1" and “Protocol A1A2”). THM Hadasit, HMO and Rosetta shall perform the activities mentioned in Protocol A1A1 and Protocol A2. THM Hadasit shall perform procure the performance of the the activities designated to it in Protocol A1 and in any other Protocol, directly or by employing the services of the Fund or any other third party to be agreed between THM and Rosetta (the entity who shall carry out the Trials on the part of THM: “the Research Entity”)HMO. 2.3. 2.4 Rosetta shall oversee the conduct of the Research Project. THM Hadasit shall designate a senior researcher currently contemplated to be ▇▇▇▇for each Protocol. ▇▇▇▇▇▇ Rechavi (the “Investigator”) to collaborate with Rosetta in carrying out THMHMO’s activities related to the Research Project. 2.4. A part of Rosetta’s activities under the Research Project shall be conducted in the facilities of the Hospital (“Rosetta’s Work”) by Rosetta’s employees and/or agents and/or representatives and/or contractor’s (“Rosetta’s Personnel”). 2.4.1. Rosetta’s Personnel shall be skillful, prudent, professionals and experienced in the field of the Research Project and shall hold any license and be qualified and authorized to perform Rosetta’s Work in accordance with the requirements of the applicable laws, regulations and guidelines. 2.4.2. Rosetta’s Work shall be performed by Rosetta’s Personnel in strict accordance with the Hospital’s and/or the Research Entity’s and/or THM’s internal guidelines and/or rules and/or directives relating to Rossetta’s Work and/or to the work performed at the Hospital’s facilities or to the Hospital’s and/or the Research Entity’s devises, instruments or systems. 2.4.3. Without derogating from anything to the contrary in this Agreement, Rosetta’s Personnel shall obey all administrative instructions of the Investigator or any other person designated by the Research Entity for such purpose (“Site’s Supervisor”). Site’s Supervisor shall determine the exact dates and hours during which Rosetta’s Work shall be performed at the Hospital. 2.4.4. Rosetta’s Personnel shall be deemed independent contactors and/or Rosetta’s employees, and shall not be considered a partner, agent, employee or representative of the Research Entity and/or of THM. 2.5. 2.5 Either party may conduct additional research projects, independently or with other third parties, in parallel to or following the Research Project, and nothing in this Agreement shall prevent a party from engaging in any additional research, provided that it fulfills its obligations hereunder. 2.6. 2.6 Each party represents and warrants that it is legally authorized and entitled to assume all responsibilities under this Agreement. 2.7. 2.7 It is a condition precedent to the validity of this Agreement with respect to each Trial that this Agreement shall come into effect with respect to each Trial only after approval is received from: the Helsinki Committee and the HospitalHMO’s Committee for Research Contracts with Commercial Companies. The approval of the Helsinki Committee shall approve all the following: (a) the Protocol of the Trial (b) the transfer of the Study Specimens to Rosetta, (c) the use of the Study Specimens under the study to be conducted by Rosetta (the “Study”)