Re: Waiver and Release
Exhibit
10.6
August
1,
2007
▇▇▇▇▇▇
▇▇▇, CEO
Ramot
at
Tel Aviv University Ltd. ("Ramot")
Tel
Aviv
University, Ramat Aviv
Tel
Aviv
61392
ISRAEL
Dear
Mr.
▇▇▇,
I
write
to confirm in writing our oral agreement that Brainstorm Cell Therapeutics
Inc.
(the "Company")
will
pay its past due and future payment obligations under Exhibit 2.2.1 of the
Research and License Agreement between Ramot and the Company dated March 30,
2006 to Ramot pursuant to the schedule attached hereto, and that Ramot waives
and releases the Company and its subsidiary and their respective agents,
employees, officers, directors and shareholders from and against all actions,
causes of action, suits, debts, dues, sums of money, accounts, controversies,
trespasses, damages, judgments, claims, and demands ("Claims"), whenever they
arose, asserted or unasserted, which Ramot ever had or may have had prior to
the
date hereof, with the sole exception of Claims whose factual basis was not
known
or could not have reasonably been known to Ramot at the date hereof. The
attached schedule replaces the previous payment schedule, which was attached
to
the Research and License Agreement between Ramot and the Company dated March
30,
2006 as Exhibit 2.2.1 and any waivers or amendments thereto or restatements
thereof prior to and including the date hereof.
Notwithstanding
the foregoing, in the event that the Company fails to make a payment to Ramot
on
the relevant date specified in the schedule attached hereto, and the Company
fails to cure such default within 7 business days following notice of such
failure by Ramot to the Company, all claims of Ramot toward the Company which
would otherwise be waived or released under this Waiver and Release shall be
reinstated.
Please
accede to and confirm the above with your signature in the space provided
below.
| Best regards, | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
|
▇▇▇▇▇ ▇▇▇▇▇▇▇ |
||
| /s/ ▇▇▇▇▇▇ ▇▇▇ | |||
|
Ramot
at Tel Aviv University Ltd.
Name:
▇▇▇▇▇▇ ▇▇▇
Title:
CEO
|