Exhibit 10.1

RESEARCH AND LICENSE AGREEMENT

This License Agreement is entered into as of this 30th day of March, 2006 (the "Restated Effective Date"), by and between Brainstorm Cell Therapeutics Inc.(formerly Golden Hand Resources, Inc.), a company formed under the laws of the State of Washington, having a place of business at 1350 Avenue of the Americas New York, NY 10019 ("Licensee") and Ramot at Tel Aviv University Ltd., a company formed under the laws of Israel, having a place of business at Tel Aviv University in Ramat-Aviv, Tel Aviv 61392, Israel ("Ramot"), for the purpose of amending and replacing the Research and License Agreement between the parties dated July 12, 2004 (the "Original Agreement").

WHEREAS, Tel Aviv University ("TAU") owns exclusive rights to certain technology developed by Professor Eldad Melamed, Dr. Daniel Offen, Yossef Levy and Dr. Pnina Green at the Felsenstein Medical Research Center of Tel Aviv University relating to processes for the transformation of bone marrow and cord blood stem cells into neuron-like and glial-like cells; and

WHEREAS, pursuant to agreement between TAU and Ramot, all rights, title and interest in and to any and all inventions and other results arrived at by scientists of TAU are owned solely and exclusively by Ramot; and

WHEREAS, pursuant to the Original Agreement, Licensee funds research at TAU through Ramot for the purpose of furthering research related to processes for the transformation of bone marrow and cord blood stem cells into neuron-like and glial-like cells; and

WHEREAS, pursuant to the Original Agreement, Licensee has obtained a license from Ramot with respect to such technology and the results of such research, in order to develop, obtain regulatory approval for and commercialize products based on such technology and the results of such funded research;

WHEREAS, the parties wish to amend some of the terms of the Original Agreement; and

WHEREAS, in order to give effect to such wish, the parties agree to amend and replace the Original Agreement with this Agreement, such that the terms of this Agreement shall be deemed to apply as of July 12, 2004 (the "Effective Date");

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

Whenever used in this Agreement with an initial capital letter, the terms defined in this Section 1, whether used in the singular or the plural, shall have the meanings specified below.

1.1. "Affiliate" shall mean, with respect to either party, any person, organization or entity controlling, controlled by or under common control with, such party. For purposes of this definition only, "control" of another person, organization or entity shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the activities, management or policies of such person, organization or entity, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, control shall be presumed to exist when a person, organization or entity (i) owns or directly controls twenty percent (20%) or more of the outstanding voting stock or other ownership interest of the other organization or entity, or (ii) possesses, directly or indirectly the power to elect or appoint twenty percent (20%) or more of the members of the governing body of the organization or other entity.

1.2. "Calendar Quarter" shall mean the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31, for so long as this Agreement is in effect.

1.3 "Development Milestones" shall mean the development milestones set forth in Exhibit 1.3 hereto.

1.4 "First Commercial Sale" shall mean the first sale of a Licensed Product by Licensee, an Affiliate of Licensee or a Sublicensee to an unaffiliated third party after Regulatory Approval has been achieved in the country in which such Licensed Product is sold. Sales for test marketing, sampling and promotional uses, clinical trial purposes or compassionate or similar use shall not be considered to constitute a First Commercial Sale.

1.5. "FDA" shall mean the United States Food and Drug Administration.

1.6. "Joint Inventions" shall mean any and all inventions made jointly by (a) one or more members of the TAU Team in the performance of the Research and (b) one or more employees or consultants of Licensee.

1.7. "Joint Patent Rights" shall mean any and all Patent Rights claiming Joint Inventions.

1.8. "Joint Technology" shall mean Joint Patent Rights and Joint Inventions.

1.9. "Licensed Product" shall mean: (i) any Product (as defined below) that is/was designed, developed, produced or manufactured with the Use of or based on or under license to the Ramot Technology and/or the Joint Technology, in whole or in part; (ii) any Product the making, producing, manufacturing, using, selling, importing or exporting of which is covered by a Valid Claim; and
(iii) any service that makes use of any Licensed Product described in clause (i) and/or (ii) of this Section 1.9. In the event of a dispute between the parties as to whether a Product is a Licensed Product, the burden of proof shall be on Licensee to prove that the Product is not a Licensed Product.

1.10. "NDA" means a New Drug Application or Product License Application (or Biologics License Application), as appropriate, and all supplements filed pursuant to the requirements of the FDA, including all documents, data and other information concerning Licensed Products that are necessary for or included in FDA approval to market a Licensed Product, or the equivalent application in any other country or jurisdiction.

1.11. "Net Sales" shall mean the gross amount billed or invoiced by or on behalf of Licensee, its Affiliates and its Sublicensees on sales of Licensed Products (whether made before or after the First Commercial Sale of the Licensed Product), less the following: (a) customary trade, quantity, or cash discounts to the extent actually allowed and taken; (b) amounts repaid or credited by reason of rejection or return; (c) to the extent separately stated on purchase orders, invoices, or other documents of sale, any taxes or other governmental charges levied on the production, sale, transportation, delivery, or use of a Licensed Product which is paid by or on behalf of Licensee or such Sublicensee, and (d) amounts not actually collected, despite Licensee, its Affiliates and Sublicensees taking all reasonable measures to collect same; provided that:

(i) In any transfers of Licensed Products between Licensee or a Sublicensee to an Affiliate of Licensee or such Sublicensee other than for resale by such Affiliate, Net Sales shall be equal to the fair market value of the Licensed Products so transferred, assuming an arm's length transaction made in the ordinary course of business, after deducting the amounts referred to in clauses (a), (b) (c) and (d) above, to the extent applicable; and

(ii) In the event that Licensee or a Sublicensee, or the Affiliate of Licensee or such Sublicensee, receives non-monetary consideration for any Licensed Products or in the case of transactions not at arm's length with a non-Affiliate of Licensee or such Sublicensee, Net Sales shall be calculated based on the fair market value of such consideration or transaction, assuming an arm's length transaction made in the ordinary course of business.

Sales of Licensed Products by Licensee or a Sublicensee to an Affiliate of Licensee or such Sublicensee, for resale by such Affiliate, shall not be deemed Net Sales and Net Sales shall be determined based on the total amount invoiced or billed by such Affiliate on resale to an independent third party purchaser.

1.12. "Orphan Drug" shall mean a Licensed Product that is protected (a) by "Orphan Drug" status under the U.S. Orphan Drug Act, (b) by a Supplementary Protection Certificate, as such term is defined in Council Regulation (EU) No. 1768/92, or (c) by a similar status granted under similar statutory provisions of another jurisdiction granting exclusive marketing rights in such jurisdiction.

1.13 "Other Research" shall have the meaning set forth in Section 5.1.

1.14. "Patent Rights" shall mean any and all (a) patents, (b) pending patent applications, including, without limitation, all provisional applications, continuations, continuations-in-part, divisions, reissues, renewals, and all patents granted thereon, and (c) all patents-of-addition, reissue patents, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including, without limitation, supplementary protection certificates or the equivalent thereof.

1.15. "Principal Investigators" shall mean Professor Eldad Melamed and Dr. Daniel Offen, or such other principal investigator who may replace either or both of them pursuant to Section 2.

1.16. "Product" shall mean: (i) any product that incorporates differentiation factors and other materials which is capable of inducing bone marrow or cord blood stem cells to differentiate into neuron-like or glial-like cells that can be transplanted into patients for the treatment of neurological and ophthalmic diseases in humans; and (ii) any neuron-like or glial-like cell generated through use of a product described in clause (i) of this Section 1.16.

1.17. "Ramot Results" shall mean (a) any and all inventions, materials, methods, processes, know-how and results made, created, developed, discovered, conceived or acquired by, or on behalf of, members of the TAU Team (including, without limitation, the Principal Investigators) in the course of the performance of the Research, except Joint Inventions and/or (b) any and all inventions, materials, methods, processes, know-how and results made, created, developed, discovered or conceived by either of the Principal Investigators, either alone or together with one or more third parties, in the performance of services for, the Company, except Joint Inventions.

1.18. "Ramot Patent Rights" shall mean (i) the Patent Rights described in Exhibit 1.18(a) attached hereto, (ii) any other Patent Rights owned by Ramot which claim, and only to the extent they so claim, the invention disclosed in the Patent Rights described in Exhibit 1.18(a) and (iii) all Patent Rights owned by Ramot, to the extent they claim any of the Ramot Results. Exhibit 1.18(b) shall set forth and shall be updated from time to time to include new Ramot Patent Rights.

1.19. "Ramot Technology" shall mean the Ramot Patent Rights, the invention disclosed in Exhibit 1.18(a) and the Ramot Results.

1.20. "Regulatory Agency" shall mean the FDA or equivalent agency or government body of another country.

1.22. "Regulatory Approval" shall mean (i) approval of an NDA by the FDA permitting commercial sale of a Licensed Product or (ii) any comparable approval permitting commercial sale of a Licensed Product granted by the applicable Regulatory Agency in any other country or jurisdiction.

1.22. "Research" shall mean the research actually conducted by the TAU Team under the terms of this Agreement in accordance with the Research Plan.

1.23. "Research Plan" shall mean the research plan attached hereto as Exhibit 1.23, as amended from time to time in accordance with the provisions of this Agreement, which sets forth the research to be undertaken by the TAU Team under the direction of the Principal Investigators during the Research Period.

1.24. "Research Period" shall mean an initial term of three years commencing on the Effective Date, and in the event the TAU Team meets the milestones set forth in the Research Plan in accordance with Section 2.2.1, a total term of six years ending on June 30, 2010.

1.24. "Sublicense Receipts" shall mean any payments or other consideration that Licensee or an Affiliate receives, other than amounts received on account of Net Sales, in consideration of the sublicense or other grant of rights with respect to some or all of the rights granted to Licensee under Section 5.1, or the grant of an option to obtain a sublicense or such other rights, including without limitation license fees, milestone payments, license maintenance fees and reimbursement for research and development expenses, but excluding payments specifically committed to cover development costs to be actually incurred by Licensee in the development of Licensed Products under, and in accordance with detailed budgets and workplans included in, sublicense agreements with Sublicensees. In the event that Licensee or an Affiliate of Licensee receives non-monetary consideration for any such sublicense or other grant of rights or in the case of transactions not at arm's length, Sublicense Receipts shall be calculated based on the fair market value of such consideration or transaction, assuming an arm's length transaction made in the ordinary course of business. For the avoidance of doubt, "Sublicense Receipts" shall not include payments made in consideration for the issuance of equity or debt securities of the Licensee at fair market value and not as direct or indirect consideration (in whole or in part) for the sublicense, or the grant of an option to obtain a sublicense, of some or all of the rights granted Licensee under Section 5.1.

1.25. "Sublicensee" shall mean any permitted sublicensee of all or part of the rights granted Licensee under Section 5.1, as further described in
Section 5.2.

1.26. "TAU Team" shall mean the Principal Investigators and those students, scientists and technicians working under their direction at the Felsenstein Medical Research Center of Tel Aviv University on the Research.

1.27. "Third Party License" shall mean a license from an unaffiliated third party to one or more valid and enforceable patents issued in the United States or any other jurisdiction, the claims of which cover one or more functional components that is essential for the efficacy of a Licensed Product.

1.28. "Use" shall mean the use of the Ramot Technology and/or Joint Technology in any stage of the research, development, manufacture or production of a Product.

1.29. "Valid Claim" shall mean a claim of a Ramot Patent Right or Joint Patent Right so long as such claim shall not have been held invalid in a final non-appealable court judgment or patent office decision, in the relevant jurisdiction.

2. Research Project.

2.1 Performance.

2.1.1. Ramot shall cause TAU, under the direction of the Principal Investigators, to use reasonable efforts to perform the Research in accordance with the Research Plan; however, Ramot and TAU make no warranties regarding the completion of the Research or the achievement of any particular results.

2.1.2. The Research will be directed and supervised by the Principal Investigators, who shall have primary responsibility for the performance of the Research. If both of the Principal Investigators cease to supervise the Research for any reason, Ramot will so notify Licensee, and Ramot shall endeavor to find among the scientists at TAU a scientist or scientists acceptable to Licensee to continue the supervision of the Research in place of the Principal Investigators. If Ramot is unable to find such a scientist acceptable to Licensee, within sixty (60) days after such notice to Licensee, Licensee shall have the option to terminate the funding of the Research. Licensee shall promptly advise Ramot in writing if Licensee so elects. Such termination of funding shall terminate Ramot's and TAU's obligations pursuant to
Section 2.1.1 above, but shall not terminate this Agreement or any of the other rights or obligations of the parties under this Agreement. Nothing contained in this Section 2.1.2, shall be deemed to impose an obligation on Ramot or TAU to successfully find a replacement for the Principal Investigators who is acceptable to Licensee.

2.1.3. The Principal Investigators shall provide Licensee, within thirty (30) days after the end of every six-month period during the Research Period, a written report summarizing the Ramot Results obtained during the preceding six-month period.

2.2 Funding of the Research Project.

2.2.1. Licensee shall fund the Research during the initial term of the Research Period in accordance with the schedule set forth in Exhibit 2.2.1 hereto. In addition, in the event the TAU Team meets the milestones set forth in Section (b) of Exhibit 1.23, Licensee shall provide funding for the second phase of the Research in the total amount of US$1,140,000 during the additional 3-years term of the Research Period. The Parties shall meet no later than six months prior to completion of initial term of the Research to discuss and agree upon the research program, milestones, and payment schedule for the second phase of the Research. Any and all funding provided by the Licensee pursuant to this Section 2.2.1 shall be applied by Ramot exclusively in support of the Research, including salaries and Ramot's standard rates of overhead in effect at such time, in accordance with the procedures established at TAU.

2.2.2. Nothing in this Agreement shall be interpreted to prohibit Ramot, TAU or the Principal Investigators from seeking and receiving funding from non-commercial sources, including government agencies and foundations, or from commercial entities for non-commercial purposes, to further support the Research or Other Research performed at TAU with the use of the Ramot Technology or the Joint Technology; provided that such funding shall not be on terms that give such entity(ies) any rights, contractual, commercial or otherwise, to any Ramot Technology or Joint Technology without the prior written consent of Licensee (subject to any non-exclusive license for governmental purposes or other governmental rights required as a condition for such non-commercial funding). Ramot shall notify Licensee upon the Principal Investigators' or TAU's applying for such funding, which notice shall include a copy of any notices awarding such funding.

2.2.3. Ramot shall submit the Licensee: (i) an interim written report on the progress of the Research in each 6 (six) month period during the Research Period, within 60 (sixty) days of the end of each such 6 (six) month period, and a written report summarizing the results of the Research within 60
(sixty) days of the end of the first 3 years and the additional three years of Research Period; and (ii) reports of any significant findings in the Research promptly upon such findings being made.

3. Title.

3.1. Ramot Technology. All rights, title and interest in and to the Ramot Technology, and in and to any drawings, plans, diagrams, specifications and other documents containing any of the Ramot Technology shall be owned solely and exclusively by Ramot.

3.2. Joint Technology. All rights, title and interest in and to the Joint Technology are and shall be owned jointly by Licensee and Ramot.

3.3. Determination. All determinations of inventorship under this Agreement shall be made in accordance with United States patent law. In case of dispute between Ramot and Licensee over inventorship, a mutually acceptable outside patent counsel shall make the determination of the inventor(s) by applying the standards contained in United States patent law.

4. Patent Filing, Prosecution and Maintenance.

4.1. Ramot Patent Rights. Ramot shall be responsible for the preparation, filing, prosecution, protection and maintenance of all Ramot Patent Rights, using patent counsel reasonably acceptable to Licensee. Ramot shall consult with Licensee as to the preparation, filing, prosecution, protection and maintenance of the Ramot Patent Rights reasonably prior to any deadline or action with the U.S. Patent & Trademark Office or any other patent office and shall furnish Licensee with copies of all relevant documents reasonably in advance of such consultation.

4.2. Joint Patent Rights.

4.2.1. Consultation. Ramot and Licensee shall consult each other regarding the preparation, filing and prosecution of all patent applications, and the maintenance of all patents, included within the Joint Patent Rights, including, without limitation, the content, timing and jurisdiction of the filing of such patent applications and their prosecution, and other details and overall global strategy pertaining to the procurement and maintenance of the Joint Patent Rights.

4.2.2. Filing. All Joint Patent Rights shall be filed, prosecuted and maintained by the parties through an independent patent firm or firms as shall be mutually agreed upon by Ramot and Licensee. Such counsel shall be charged with the duty to act in the best interests of each of Ramot and Licensee, taking into account their relative status as licensors/licensee under this Agreement and the parties' intension to prepare, file, prosecute, obtain and maintain the Joint Patent Rights in a manner that will provide the maximum economic advantage and return to the parties. Such counsel shall confer with each of Ramot and Licensee and attempt to achieve a consensus in all decisions made relative to the content of applications, the prosecution of the Joint Patent Rights and the content of communications with the relevant patent agencies, prior to any communications with such agencies.

4.3. Expenses. Subject to Section 4.4 below, Licensee shall reimburse Ramot for all documented patent-related expenses incurred by Ramot pursuant to this Section 6 within thirty (30) days after Ramot invoices Licensee. In addition, in December 2004, , Licensee paid Ramot a total amount of $16,908 (sixteen thousand, nine hundred and eight US Dollars) as a reimbursement for expenses incurred by Ramot prior to the execution of the Original Agreement with respect to the filing and prosecution of Ramot Patent Rights.

4.4. Abandonment. Should Licensee elect not to reimburse or fail to reimburse Ramot for the filing, prosecution or maintenance of a patent application in any country, on any invention included in the Ramot Technology or Joint Technology or to cease reimbursing Ramot for the prosecution, protection and/or maintenance of any Ramot Patent Right or Joint Patent Rights in any such country (an "Abandoned Country"), Licensee shall provide Ramot with prompt written notice of such election. Upon written receipt of such notice by Ramot, Licensee shall be released from its obligations to reimburse Ramot for the expenses incurred thereafter as to such Abandoned Country in conjunction with such Patent Rights. In such event, any license with respect to such Patent Rights will terminate with respect to such Abandoned Country, and Licensee shall have no rights whatsoever to exploit such Patent Rights in such Abandoned Country. Ramot shall then be free, without further notice or obligation to Licensee, to grant rights in and to such Patent Rights with respect to such Abandoned Country to third parties, which rights shall not include the right to offer, sell or market the resulting Licensed Product(s) in, or to export such Licensed Product(s) to, any country which is not an Abandoned Country

4.4. No Warranty. Nothing contained herein shall be deemed to be a warranty that: (a) Ramot can or will be able to obtain patents on patent applications included within the Ramot Patent Rights or on patent applications relating to the Ramot Results, or that any of the Ramot Patent Rights will afford adequate or commercially worthwhile protection, (b) the parties can or will be able to obtain patents of patent applications relating to Joint Inventions or (c) the manufacture, use or sale of any element of the Ramot Technology or Joint Technology or any Licensed Product will not infringe any patent(s) of any third party.

5. License Grant.

5.1. License. Subject to the terms and conditions set forth in this Agreement, Ramot hereby grants to Licensee an exclusive, worldwide, royalty-bearing license under the Ramot Technology and Ramot's interest in the Joint Technology solely to research, develop, make, have made, use, offer for sale, sell, have sold, import and export Licensed Products. For purposes of this
Section 5.1, the term "exclusive" means that Ramot shall not have any right to grant such licenses or rights to any third party, subject, however, to Ramot's right to license TAU, the Principal Investigators and the other members of the TAU Team to practice or utilize such rights and licenses to conduct the Research, and subject further, to the right of employees, researchers and students of Tel Aviv University to use the Ramot Technology and the Joint Technology for academic research purposes, alone or in collaboration with third parties ("Other Research"). To the extent such utilization should require publication or disclosure to persons who are not a part of the TAU Team or disclosure to parties who are not employees, researchers or students of Tel Aviv University the provisions of Section 9.2 shall govern any such publication or disclosure.

5.2 Sublicense.

5.2.1. Sublicense Grant. Licensee shall be entitled, without any requirement for Ramot's prior agreement, to grant sublicenses to third parties under the license granted pursuant to Section 5.1 on terms and conditions in compliance with and not inconsistent with the terms of this Agreement (except that the royalty rates may be higher than those set forth in this Agreement). Such sublicenses shall only be made for consideration and in bona-fide arm's length transactions.

5.2.2. Sublicense Agreements. Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to the terms and conditions of this Agreement. Such sublicense agreements shall contain, among other things, provisions to the following effect:

5.2.2.1. All provisions necessary to ensure Licensee's ability to perform its obligations under this Agreement, including without limitation its obligations under Sections 6.1, 8.5, 8.6 and 13.4.3;

5.2.2.2. In the event of termination of the license (in whole or in part - e.g. termination in a particular country) set forth in
Section 5.1 above, any existing agreements that contain a sublicense of the Ramot Technology or Ramot's interest in Joint Inventions shall terminate to the extent of such sublicense; provided, however, that, for each Sublicensee, upon termination of the sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of its sublicense agreement with Licensee such that Licensee would have the right to terminate such sublicense, Ramot shall be obligated, at the request of such Sublicensee, to enter into a new license agreement with such Sublicensee on substantially the same terms as those contained in such sublicense agreement, provided that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense Agreement does not impose any obligations or liabilities on Ramot which are not included in this Agreement;

5.2.2.3. The Sublicensee shall not be entitled to sublicense its rights under such sublicense agreement; provided that the parties agree that in the event that (a) Licensee is in the final stages of negotiations with a potential Sublicensee regarding the grant by Licensee of a Sublicense to such Sublicensee, and such Sublicensee refuses to enter into such a Sublicense agreement unless the restrictions set forth in this sub-Section 5.2.2.3 are limited or removed and (b) Licensee provides Ramot with a written request to amend this sub-Section 5.2.2.3 in order to enable Licensee to consummate the proposed transaction which request shall include the reasoning for accepting such request under the circumstances, Ramot shall not unreasonably withhold its approval to make such amendment to this Agreement, which amendment shall be contingent on the inclusion of clauses, reasonably satisfactory to Ramot, that shall ensure Ramot's rights hereunder and the execution of the contemplated Sublicense agreement.; and

5.2.2.4. The sublicense agreement may not be assigned by Sublicensee without the prior written consent of Ramot, except that Sublicensee may assign the sublicense agreement to a successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business to which the sublicense agreement relates; provided that any such assignee agrees in writing in a manner reasonably satisfactory to Ramot to be bound by the terms of such sublicense agreement. The consent contemplated herein shall not be unreasonably withheld or delayed.

5.2.3. Delivery of Sublicense Agreement. Licensee shall furnish Ramot with a fully executed copy of any such sublicense agreement, promptly after its execution.

5.2.4. Breach by Sublicensee. Any act or omission by a Sublicensee, which would have constituted a breach of this Agreement had it been an act or omission by Licensee, shall constitute a breach of this Agreement. Licensee shall indemnify Ramot for, and hold it harmless from, any and all damages or losses caused to Ramot as a result of any such breach by a Sublicensee. In the event of a breach by a Sublicensee, the cure of such breach or the termination by Licensee of the sublicense agreement with such Sublicensee within Licensee's cure period, as set forth in Section 13.3.3.1, shall constitute a cure of Licensee's breach under this Agreement for purposes of
Section 13.3.3.1.

5.3. No Other Grant of Rights. Other than as specifically set forth in
Section 5.2, Licensee and Sublicensees shall not be entitled to grant, directly or indirectly, to any person or entity any right of whatever nature (a) under, or with respect to, or permitting any use or exploitation of, any of the Ramot Technology or Joint Technology or (b) to develop, manufacture, market or sell Licensed Products.

6. Development and Commercialization.

6.1. Diligence.

6.1.1. Reasonable Efforts. Licensee shall use its reasonable efforts, and/or shall cause its Affiliates or Sublicensees to use their reasonable efforts: (i) to develop Licensed Products, (ii) to introduce Licensed Products into the commercial market and (iii) to market Licensed Products following such introduction into the market. Specifically, Licensee and/or its Affiliates and/or Sublicensees shall fulfill the following obligations:

6.1.1.1. Licensee, by itself or through Affiliates or Sublicensees, undertakes to employ its reasonable efforts, including funding consistent with such efforts, to carry out all efficacy, pharmaceutical, safety, toxicological and clinical tests, trials and studies and all other activities necessary in order to obtain Regulatory Approval for the production, use and sale of Licensed Products in each country in which Licensee, its Affiliates or Sublicensees intend to produce, use, offer to sell and sell Licensed Products and in any case, in the United States, the European Union and Japan.

6.1.1.2. During the period commencing with the receipt of Regulatory Approval in a given country, Licensee and its Affiliate shall, and shall ensure that Sublicensees shall, use its or their reasonable efforts, including funding consistent with such efforts, to promote, market and sell Licensed Products in such country. Licensee and/or its Affiliates and/or Sublicensees activities shall include but not be limited to:

(a) Using their reasonable efforts to establish and maintain good business relationships with hospitals, health care systems, doctors and other medical professionals in accordance with standard and customary practices;

(b) Establishing and maintaining a sales force consisting of reasonably qualified personnel to promote and market the Licensed Products;

(c) Advertising the Licensed Products in professional journals and publications and sponsoring or attending appropriate symposia, trade exhibitions and medical education programs; and

(d) Formulating and using their reasonable efforts to implement annual sales and marketing plans for the Licensed Products.

6.1.2. Milestones. Without limiting the foregoing, Licensee, by itself or through Affiliates or Sublicensees, shall meet each of the Development Milestones.

6.2. The Principal Investigators, a Licensee representative and a Ramot representative shall meet no less than once every six (6) months during the term commencing with the Effective Date and ending upon the First Commercial Sale of a Licensed Product, at locations and times to be mutually agreed upon by the parties, (i) to review the progress being made under the research and development activities conducted by Licensee relating to Licensed Products, (ii) to review the progress being made towards fulfilling the Development Milestones and (iii) to discuss intended efforts for fulfilling such milestones.

6.3. Within sixty (60) days after the end of each calendar year, Licensee shall furnish Ramot with a written report on the progress of its, its Affiliate's and Sublicensees' efforts during the prior year to develop and commercialize Licensed Products, including without limitation research and development efforts, efforts to obtain Regulatory Approval, marketing efforts, and sales figures. The report shall also contain a discussion of intended efforts and sales projections for the then current year.

6.4. Failure. If Licensee breaches any of its obligations pursuant to
Section 6.1, unless and to the extent the failure is due solely to delay necessitated by regulatory agencies, Ramot shall notify Licensee in writing of Licensee' failure and shall allow Licensee ninety (90) days to cure or to demonstrate that it has begun to cure its failure. Licensee' failure to cure or demonstrate that it has begun to cure such delay to Ramot's reasonable satisfaction within such 90-day period shall constitute a material breach of this Agreement and Ramot shall have the right to terminate this Agreement forthwith.

7. Consideration for Grant of License

7.1. Upfront Payments. The Parties confirm that Licensee has delivered to Ramot, in December 2004, an upfront license fee payment in the sum of $100,000 (one-hundred thousand US Dollars

7.2. Warrants. In addition, pursuant to the terms of the Original Agreement, effective November 4, 2004, Licensee issued to Ramot and its designees warrants to purchase an aggregate of 10,606,415 shares of our common stock at a purchase price of $.01 per share (29% of the issued and outstanding shares of our capital stock on a fully diluted and as converted basis as of November 4, 2004). The form of these warrants is attached hereto as Exhibit 7.2.

7.3. Net Sales.

7.3.1. Royalties. In addition, Licensee shall pay Ramot royalties on Net Sales on a Licensed Product-by-Licensed Product and country-by-country basis as follows:

7.3.1.1. So long as (a) the making, producing, manufacturing, using, marketing, selling, importing or exporting of such Licensed Product is covered by a Valid Claim or (b) the Licensed Product is covered by Orphan Drug status in such country: an amount equal to 5% (five percent) of all Net Sales; and

7.3.1.2. In the event that (a) the making, producing, manufacturing, using, marketing, selling, importing or exporting of such Licensed Product is not covered by a Valid Claim and (b) the Licensed Product is not covered by Orphan Drug status in such country: an amount equal to 3% (three percent) of all Net Sales until the expiration of fifteen (15) years from the date of the First Commercial Sale of such Licensed Product in such country.

7.3.2. Third-Party Royalties. In the event that Licensee is required to make royalty payments, at fair market terms after arms' length negotiations, pursuant to the terms of a Third Party License that Licensee is legally required to obtain in order to make use of and/or to sell Licensed Products in a particular country, Licensee may offset such third-party payments against the royalty payments that are due to Ramot pursuant to Section 7.3.1 with respect to sales in such country; provided that

(a) royalty payments under Section 7.3.1 to Ramot may not be reduced unless all other parties who are entitled to receive royalties on Net Sales of Licensed Products pursuant to agreements or licenses (including Third Party Licenses) made or obtained by Licensee prior to the grant of the Third Party License in question are subject to a proportionate reduction of their royalties; and

(b) in no event, shall the royalty payments to Ramot under Section 7.3.1 with respect to such Licensed Product be reduced to less than an amount equal to 3% of Net Sales with respect to such Licensed Product in such country.

7.4. Sublicense Receipts. In addition, Licensee shall pay Ramot an amount equal to 30% (thirty percent) of all Sublicense Receipts.

In the event that Licensee is required to pay a percentage of Sublicense Receipts to a third party, at fair market terms after arms' length negotiations, pursuant to the terms of a Third Party License that Licensee is legally required to obtain in order to make use of and/or to sell Licensed Products, or any part thereof, Licensee may offset such third-party payments on account of Sublicense Receipts against the payments in respect of Sublicense Receipts that are due to Ramot pursuant to this Section 7.4 with respect to the grant of the relevant Sublicense; provided that

(a) payments in respect of Sublicense Receipts under this Section 7.4 to Ramot may not be reduced unless all other parties who are entitled to receive a percentage of Sublicense Receipts pursuant to agreements or licenses (including Third Party Licenses) made or obtained by Licensee prior to the Third Party License in question are subject to a proportionate reduction of the payments to which they are entitled on account of such Sublicense Receipts; and

(b) in no event, shall the payments to Ramot in respect of Sublicense Receipts under this Section 7.4 be reduced to less than an amount equal to: (i) 25% of Sublicense Receipts, with respect to Sublicenses granted prior to completion of Phase II Clinical Studies, or (ii) 20% of Sublicense Receipts, with respect to Sublicenses granted following completion of Phase II Clinical Studies.

8. Reports; Payments; Records.

8.1. First Commercial Sale. Licensee shall inform Ramot in writing of the date of First Commercial Sale with respect to each Licensed Product in each country as soon as practicable after the making of each such First Commercial Sale and shall describe such Licensed Product.

8.2. Reports and Payments.

8.2.1 Reports. Within sixty (60) days after the conclusion of each Calendar Quarter commencing with the first Calendar Quarter in which Licensee or a Sublicensee first receives Net Sales or Licensee or an Affiliate receives Sublicense Receipts, Licensee shall deliver to Ramot a report containing the following information:

(a) the number of units of Licensed Products sold by Licensee, its Affiliates and Sublicensees to independent third parties in each country for the applicable Calendar Quarter;

(b) the gross amount billed for each unit of a Licensed Product sold by Licensee, its Affiliates and Sublicensees during the applicable Calendar Quarter in each country;

(c) a calculation of Net Sales for the applicable Calendar Quarter in each country, including a listing of applicable deductions;

(d) the total amount payable to Ramot in U.S. dollars on Net Sales for the applicable Calendar Quarter, together with the exchange rates used for conversion.

If no amounts are due to Ramot for any Calendar Quarter, the report shall so state.

8.2.2. Payment for Net Sales. Within 60 days of end of each Calendar Quarter, Licensee shall remit to Ramot all amounts due with respect to Net Sales for the applicable Calendar Quarter.

8.2.3 Payment for Sublicense Receipts. In addition to the reports delivered pursuant to Section 8.2.1, Licensee shall notify Ramot in writing within fifteen (15) days of the receipt of any Sublicense Receipts. Licensee shall remit to Ramot all amounts due with respect to such Sublicense Receipts within thirty (30) of the receipt of such Sublicense Receipts by Licensee.

8.3. Payments in U.S. Dollars. All payments due under this Agreement shall be payable in United States dollars. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the last working day of the applicable Calendar Quarter. Such payments shall be without deduction of exchange, collection, or other charges.

8.4. Payments in Other Currencies. If by law, regulation, or fiscal policy of a particular country, conversion into United States dollars or transfer of funds of a convertible currency to the United States is restricted or forbidden, Licensee shall give Ramot prompt written notice of such restriction, which notice shall satisfy the payment deadlines described in
Section 8.2. Licensee shall pay any amounts due Ramot through whatever lawful methods Ramot reasonably designates; provided, however, that if Ramot fails to designate such payment method within thirty (30) days after Ramot is notified of the restriction, Licensee may deposit such payment in local currency to the credit of Ramot in a recognized banking institution selected by Licensee and identified by written notice to Ramot, and such deposit shall fulfill all obligations of Licensee to Ramot with respect to such payment.

8.5. Records. Licensee shall maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records of Licensed Products that are made, used or sold under this Agreement, any amounts payable to Ramot in relation to such Licensed Products and all Sublicense Receipts received by Licensee and its Affiliates, which records shall contain sufficient information to permit Ramot to confirm the accuracy of any reports or notifications delivered to Ramot under Section 8.2. The relevant party shall retain such records relating to a given Calendar Quarter for at least three (3) years after the conclusion of that Calendar Quarter, during which time Ramot shall have the right, at its expense, to cause an independent, certified public accountant to inspect such records during normal business hours for the sole purpose of verifying any reports and payments delivered under this Agreement. Such accountant shall not disclose to Ramot any information other than information relating to the accuracy of reports and payments delivered under this Agreement. The parties shall reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of the audit. In the event that any audit performed under this Section 8.5 reveals an underpayment in excess of five percent (5%) in any calendar year, the audited party shall bear the full cost of such audit. Ramot may exercise its rights under this Section 8.5 only once every year per audited party and only with reasonable prior notice to the audited party. Licensee shall cause its Affiliates and Sublicensees to fully comply with the terms of this Section 8.5.

8.6. Audited Report. Licensee shall furnish Ramot, and shall cause its Affiliates and Sublicensees to furnish Ramot, within one hundred twenty (120) days after the end of each calendar year, commencing at the end of the calendar year of the First Commercial Sale, with a report, certified by an independent certified public accountant, relating to royalties and other payments due to Ramot pursuant to this Agreement in respect to the previous calendar year and containing the same details as those specified in Section 8.2 above in respect to the previous calendar year.

8.7. Late Payments. Any payments by Licensee that are not paid on or before the date such payments are due under this Agreement shall bear interest at an annual interest, compounded monthly, equal to three percent (3%) above the London Interbank Offer Rate (LIBOR) as determined for each month on the last business day of that month, assessed from the day payment was initially due until the date of payment.

8.8. Payment Method. Each payment due to Ramot under this Agreement shall be paid in U.S. currency by wire transfer of funds to Ramot's account in accordance with written instructions provided by Ramot.

8.9. VAT; Withholding and Similar Taxes. All amounts to be paid to Ramot pursuant to this Agreement are exclusive of Value Added Tax but inclusive of all other taxes or withholding amounts. Licensee shall add value added tax, as required by law, to all such amounts. If applicable laws require that taxes be withheld from any amounts due to Ramot under this Agreement, Licensee shall
(a) deduct these taxes from the remittable amount, (b) pay the taxes to the proper taxing authority, and (c) promptly deliver to Ramot a statement including the amount of tax withheld and justification therefore, and such other information as may be necessary for tax credit purposes.

9. Confidential Information

9.1 Confidentiality.

9.1.1. Confidential Information. Licensee agrees that, without the prior written consent of Ramot, in each case, during the term of this Agreement, and for five (5) years thereafter, it will keep confidential, and not disclose or use Confidential Information (as defined below) other than for the purposes of this Agreement, without the express written consent of Ramot. Licensee shall treat such Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. Licensee may disclose the Confidential Information only to employees and consultants of Licensee or of its Affiliates or Sublicensees who have a "need to know" such information in order to enable Licensee to exercise its rights and fulfill its obligations under this Agreement and are legally bound by agreements which impose confidentiality and non-use obligations comparable to those set forth in this Agreement. For purposes of this Agreement, "Confidential Information" means any scientific, technical, trade or business information relating to the subject matter of this Agreement designated as confidential or which otherwise should reasonably be construed under the circumstances as being confidential disclosed by or on behalf of Ramot, TAU, or any of their employees, researchers or students (including members of the TAU Team) to Licensee, whether in oral, written, graphic or machine-readable form, except to the extent such information: (i) was known to Licensee at the time it was disclosed, other than by previous disclosure by or on behalf of Ramot, TAU or any of their employees, researchers or students, as evidenced by Licensees' written records at the time of disclosure; (ii) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement; (iii) is lawfully and in good faith made available to Licensee by a third party who is not subject to obligations of confidentiality to Ramot or TAU with respect to such information; or (iv) is independently developed by Licensee without the use of or reference to the Confidential Information, as demonstrated by documentary evidence.

9.1.2. Disclosure of Agreement. Each party may disclose the terms of this Agreement to the extent required, in the reasonable opinion of such party's legal counsel, to comply with applicable laws.

9.1.3. Publicity. Except as expressly permitted under Section 9.1.2, no party will make any public announcement regarding this Agreement without the prior written approval of the other party.

9.2. Academic Publications and Third Party Collaboration. Ramot shall have the right to allow the Principal Investigators and other members of the TAU Team to publish the results of the Research, if any, in scientific publications, to present such results at scientific symposia, or to transfer such results to third parties for the purpose of conducting Other Research in collaboration with TAU, provided that the following procedure is followed:

9.2.1. Ramot shall cause the members of the TAU Team to comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in any publications relating to the Research.

9.2.2 The results of the Research shall only be transferred to a third party for the purpose of conducting Other Research after such third party has executed a material transfer agreement on terms approved in advance by the Company, which shall contain appropriate protections for the rights of the Company hereunder;

9.2.3. No later than thirty (30) days prior to submission for publication of any scientific articles, abstracts or papers concerning the results of the Research, the presentation of such results at any scientific symposia, or the transfer of such results to third parties for the purpose of Other Research, Ramot shall send to Licensee a written copy of the material to be so submitted, presented, or transferred and shall allow Licensee to review such submission to determine whether the material to be publication or presentation contains subject matter for which patent protection should be sought prior to publication, presentation or transfer for the preservation of Ramot Patent Rights.

9.2.4. Licensee shall provide its written comments with respect to such publication or presentation within thirty (30) days following its receipt of such written material.

9.2.5. If Licensee, in its written comments, identifies material for which patent protection should be sought, then Ramot shall cause the publication, presentation or transfer of such material to be delayed for a further period of up to sixty (60) days from the receipt of such written comments to enable Ramot to make the necessary patent filings in accordance with
Section 4.

9.2.6. After compliance with the foregoing procedures with respect to an academic, scientific or medical publication and/or public presentation, members of the TAU Team shall not have to resubmit any such information published according to this Section 9.2 for re-approval should such same information be republished or publicly disclosed in another form.

10. Enforcement of Patent Rights.

10.1. Notice. In the event either party becomes aware of any possible or actual infringement or unauthorized possession, knowledge or use of any Ramot Patent Rights (collectively, an "Infringement"), that party shall promptly notify the other party and provide it with details regarding such Infringement

10.2. Suit by Licensee. Licensee shall have the right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement of Ramot Patent Rights. Should Licensee elect to bring suit against an infringer and Ramot is joined as party plaintiff in any such suit, Ramot shall have the right to approve the counsel selected by Licensee to represent Licensee, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Ramot incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Ramot free, clear and harmless from and against any and all costs of such litigation, including attorney's fees. Licensee shall not compromise or settle such litigation without the prior written consent of Ramot, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to sue pursuant to this Section 10.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorney's fees, necessarily involved in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Ramot shall receive an amount equal to one-third of such funds and the remaining two-thirds of such funds shall be retained by Licensee, provided that with respect to amounts awarded for loss of sales, Ramot shall only be entitled (after such amounts shall first have been applied to cover out-of-pocket expenses of both parties) to 5% from the awarded lost Net Sales or the lost Net Sales grossed up from the loss of profit awarded by the court.

10.3. Suit by Ramot. If Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 10.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within ninety (90) days after receipt of notice to Licensee by Ramot of the existence of an Infringement, Ramot may elect to do so. Should Ramot elect to bring suit against an infringer and Licensee is joined as party plaintiff in any such suit, Licensee shall have the right to approve the counsel selected by Ramot to represent Ramot, such approval not to be unreasonably withheld. The expenses of such suit or suits that Ramot elects to bring, including any expenses of Licensee incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Ramot and Ramot shall hold Licensee free, clear and harmless from and against any and all costs of such litigation, including attorney's fees. Ramot shall not compromise or settle such litigation without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. In the event Ramot exercises its right to sue pursuant to this Section 10.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorney's fees, necessarily involved in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Licensee shall receive an amount equal to one-third of such funds and the remaining two-thirds of such funds shall be retained by Ramot.

10.4. Own Counsel. Each party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted under this Section 10 by the other party for Infringement.

10.5. Cooperation. Each party agrees to cooperate fully in any action under this Section 10 which is controlled by the other party, provided that the controlling party reimburses the cooperating party promptly for any costs and expenses incurred by the cooperating party in connection with providing such assistance.

10.6. Standing. If a party lacks standing and the other party has standing to bring any such suit, action or proceeding, then such other party shall do so at the request of and at the expense of the requesting party. If either party determines that it is necessary or desirable for another party to join any such suit, action or proceeding, the other party shall execute all papers and perform such other acts as may be reasonably required in the circumstances.

11. Warranties; Limitation of Liability.

11.1. Compliance with Law. Licensee warrants that it will comply with, and shall ensure that its Affiliates and Sublicensees comply with, all local, state, federal, and international laws and regulations relating to the development, manufacture, use, and sale of Licensed Products.

11.2. Representations by Ramot. Ramot represents that: (a) it is the owner of the Ramot Patent Rights set forth in Exhibit 1.18(a) free and clear of all liens and encumbrances; (b) it has the right to grant the licenses granted pursuant to this Agreement; (c) it has not granted any rights in or to Ramot Technology which are inconsistent with the rights granted to Licensee under this Agreement to any other party.

11.3. No Warranty.

11.3.1. Nothing in this Agreement (including, without limitation, any exhibits or attachments hereto) shall be construed as a warranty on the part of Ramot that any results or inventions will be achieved in the Research or that the Ramot Technology, Joint Technology and/or any other results or inventions achieved in the Research are or will be commercially exploitable, and furthermore, Ramot makes no warranties whatsoever as to the commercial or scientific value of the Ramot Technology, Joint Technology and/or as to any results which may be achieved in the Research and/or that any patent will issue from any pending patent applications in the Ramot Patent Rights. Ramot makes no representation that use of the Ramot Technology or Joint Technology will not infringe the patent or proprietary rights of any third party.

11.3.2. Except as otherwise expressly provided in this Agreement, no party makes any warranty with respect to any technology, patents, goods, services, rights or other subject matter of this Agreement and hereby disclaims warranties of merchantability, fitness for a particular purpose and noninfringement with respect to any and all of the foregoing.

11.4. Limitation of Liability. Notwithstanding anything else in this Agreement or otherwise, Ramot shall not be liable to Licensee with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for (i) any indirect, incidental, consequential or punitive damages or lost profits or (ii) cost of procurement of substitute goods, technology or services.

12. Indemnification.

12.1 Indemnity. Licensee shall indemnify, defend, and hold harmless Ramot, TAU, the Principal Investigators, the other members of the TAU Team, their Affiliates and their respective governors, directors, officers, employees, and agents and their respective successors, heirs and assigns (the "Ramot Indemnitees"), against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses of litigation) incurred by or imposed upon any of the Ramot Indemnitees in connection with any claims, suits, actions, demands or judgments ("Claims") arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning the use of any Ramot Technology or Joint Technology by Licensee, or any of its Affiliates or Sublicensees, or concerning any product, process, or service that is made, used, or sold pursuant to any right or license granted by Ramot to Licensee under this Agreement (except in cases where such claims, suits, actions, demands or judgments result from a willful material breach of this Agreement, gross negligence or willful misconduct on the part of any of the Ramot Indemnitees).

12.2 Procedures. If any Ramot Indemnitee receives notice of any Claim, such Ramot Indemnitee shall, as promptly as is reasonably possible, give Licensee notice of such Claim; provided, however, that failure to give such notice promptly shall only relieve Licensee of any indemnification obligation it may have hereunder to the extent such failure diminishes the ability of Licensee to respond to or to defend the Ramot Indemnitee against such Claim. Ramot and Licensee shall consult and cooperate with each other regarding the response to and the defense of any such Claim and Licensee shall, upon its acknowledgment in writing of its obligation to indemnify the Ramot Indemnitee, be entitled to and shall assume the defense or represent the interests of the Ramot Indemnitee in respect of such Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings on behalf of the Ramot Indemnitee and to propose, accept or reject offers of settlement, all at its sole cost; provided, however, that no such settlement shall be made without the written consent of the Ramot Indemnitee, such consent not to be unreasonably withheld. Nothing herein shall prevent the Ramot Indemnitee from retaining its own counsel and participating in its own defense at its own cost and expense.

12.3 Insurance. Commencing with the commencement of clinical trials in humans with respect to the first Licensed Product, Licensee shall maintain insurance that is reasonably adequate to insure its liability pursuant to clause 12.1 above. Such insurance shall be in reasonable amounts (but in any event not less than five million US dollars (US$5,000,000) for injuries to any one person arising out of a single occurrence and ten million US dollars (US$10,000,000) for injuries to all persons arising out of a single occurrence) and on reasonable terms in the circumstances, having regard, in particular, to the nature of the Licensed Products, and shall be subscribed for from a reputable insurance company. Licensee shall provide Ramot, upon request, with written evidence of such insurance. Licensee shall continue to maintain such insurance after the expiration or termination of this Agreement during any period in which Licensee or any Affiliate or Sublicensee continues to make, use, or sell a Licensed Product, and thereafter for a period of seven (7) years.

13. Term and Termination.

13.1. Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Section 13, shall continue in full force and effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration of all payment obligations pursuant to Section 7 for such Licensed Product.

13.2. Effect of Expiration. Following the expiration pursuant to
Section 13.1 of this Agreement on a Licensed Product-by-Licensed Product and country-by-country basis (and provided the Agreement has not been earlier terminated pursuant to Section 13.3, in which case Section 13.4 shall apply):
(a) Licensee shall have a fully-paid up, nonexclusive license (with the right to grant sublicenses) under the Ramot Technology solely to develop, make and have made, use, offer to sell, sell, have sold, import, export, otherwise transfer physical possession of or otherwise transfer title to such Licensed Product in such country; (b) Ramot shall be free to use the Ramot Technology to develop, make and have made, use, offer to sell, sell, have sold, import, export, otherwise transfer physical possession of or otherwise transfer title to such Licensed Product in such country and to grant others licenses under the Ramot Technology to do the same; and (c) each of the parties shall have a fully-paid up, non-exclusive, worldwide license (with the right to grant sublicenses) under the other party's interest in the Joint Technology for any and all purposes.

13.3. Termination.

13.3.1 Termination Without Cause. Licensee may terminate this Agreement upon sixty (60) days prior written notice to Ramot, provided however, that, subject to Section 2.1.2, Licensee may not terminate its obligation to fund the Research under Section 2.2.1.

13.3.2. Termination for Default.

13.3.2.1 In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within thirty (30) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach. Notwithstanding the foregoing, in the event of a breach pursuant to
Section 5.2.4 (i.e. a breach by a Sublicensee) that is not susceptible of cure by Licensee within the thirty (30) day period set forth above and License uses diligent good faith efforts to cure such breach, the thirty (30) day cure period shall be extended by an additional period of thirty (30) days.

13.3.3.2 In the event of an uncured material breach by Ramot as described in the foregoing paragraph, Licensee may elect not to terminate this Agreement but, instead, to sue Ramot for damages arising from such breach, provided however, that in no event will Licensee seek damages against Ramot in any such action which exceed amounts actually paid to Ramot under this Agreement.

13.3.3. Bankruptcy. Either party may terminate this Agreement upon notice to the other if the other party becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against the other party and not dismissed within ninety (90) days, or if the other party becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business.

13.4. Effect of Termination.

13.4.1. Termination of Rights. Upon termination by Licensee pursuant to Sections 13.3.1, 13.3.2 or 13.3.3 hereof or by Ramot pursuant to Sections 6.4, 13.3.2 or 13.3.3 hereof: (a) the rights and licenses granted to Licensee under Section 5 shall terminate; (b) all rights in and to the Ramot Technology shall revert to Ramot and Licensee, its Affiliates and Sublicensees shall not be entitled to make any further use whatsoever of the Ramot Technology nor shall Licensee, its Affiliates or Sublicensees develop, make, have made, use, offer to sell, sell, have sold, import, export, otherwise transfer physical possession of or otherwise transfer title to Licensed Products; and (c) any existing agreements that contain a sublicense of the Ramot Technology shall terminate to the extent of such sublicense; provided, however, that, for each Sublicensee, upon termination of the sublicense agreement with such Sublicensee, Ramot shall be obligated, at the request of such Sublicensee, to enter into a new license agreement with such Sublicensee on substantially the same terms as those contained in such sublicense agreement, provided that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense Agreement does not impose any obligations or liabilities on Ramot which are not included in this Agreement.

13.4.2. Accruing Obligations. Termination of this Agreement shall not relieve the parties of obligations occurring prior to such termination, including obligations to pay amounts accruing hereunder up to the date of termination.

13.4.3. Transfer of Regulatory Filings and Know How.

13.4.3.1. In the event that Ramot terminates this Agreement pursuant to Section 6.4, 13.3.2 or 13.3.3, Licensee shall promptly deliver and assign to Ramot (a) all documents and other materials filed by or on behalf of Licensee and its Affiliates with Regulatory Agencies in furtherance of applications for Regulatory Approval in the relevant country with respect to Licensed Products and (b) all intellectual property, inventions, conceptions, compositions, materials, methods, processes, data, information, records, results, studies and analyses, discovered or acquired by, or on behalf of Licensee and its Affiliates which relate directly to actual or potential Products, including without limitation Licensee's interest in Joint Technology. Ramot and TAU shall be entitled to freely use and to grant others the right to use all such materials, documents and know-how delivered pursuant to this 13.4.3.1 without any obligations to Licensee.

13.4.3.2. In the event Licensee terminates this Agreement pursuant to Section 13.3.1, Licensee shall promptly deliver and assign to Ramot (a) all documents and other materials filed by or on behalf of Licensee and its Affiliates with Regulatory Agencies in furtherance of applications for Regulatory Approval in the relevant country with respect to Products and (b) all intellectual property, inventions, conceptions, compositions, materials, methods, processes, data, information, records, results, studies and analyses, discovered or acquired by, or on behalf of Licensee and its Affiliates which relate directly to actual or potential Licensed Products, including without limitation Licensee's interest in Joint Technology. Ramot and TAU shall be entitled to freely use and to grant others the right to use all such materials, documents and know-how delivered pursuant to this 13.4.3.1 (the "Assigned IP"); provided that in the event Ramot grants a third party a license under or with respect to any of the Assigned IP, Ramot shall pay Licensee royalties in the amount of thirty (30%) of all Net Ramot Receipts (as defined below) actually received by Ramot in consideration for the license of such Assigned IP. All such royalties shall be paid by Ramot on a quarterly basis, within thirty days of the end of the calendar quarter in which the consideration was received. Ramot shall report to Licensee and pay the said amounts to Licensee in accordance with the procedures set forth in this Agreement with respect to Licensee's payment and reporting obligations to Ramot as described in section 8 above, mutatis mutandis. For purposes of this Section 13.4.3.2, the following words shall have the following meanings:

(a) "Net Ramot Receipts" shall mean Ramot Receipts less Ramot Expenses.

(b) "Ramot Receipts" shall mean all amounts in cash and other consideration actually received by Ramot from the sale, transfer, assignment, lease, grant of licenses under or with respect to, or the assignment of rights in, any or all of the Assigned IP; provided that "Ramot Receipts" does not include payments specifically committed to cover future costs to be actually incurred by Ramot (including customary overhead, not exceeding 30%) in accordance with detailed budgets and research workplans included in, sponsored research or research and license agreements relating to the Assigned IP.

(c) "Ramot Expenses" shall mean all out-of-pocket expenses and professional fees, including legal fees, patent agent fees and fees paid to other experts, incurred by Ramot in connection with: (a) the filing, prosecution, maintenance or enforcement of any patent application or patent covering or included in the Assigned IP; or (b) the preparation, negotiation, execution and/or enforcement of any agreement relating to the sale, lease, license or assignment of any or all of or under the Assigned IP.

13.5. Survival. The parties' respective rights, obligations and duties under Sections 8.5, 9, 11, 12, 13, 14.2 and 14.4, as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.

14. Miscellaneous.

14.1. Entire Agreement. This Agreement is the sole agreement with respect to the subject matter hereof and except as expressly set forth herein, supersedes all other agreements and understandings between the parties with respect to the same.

14.2. Publicity Restrictions. Subject to Section 9.1.2, Licensee and its Affiliates and Sublicensees shall not use the name of Ramot, TAU, either Principal Investigator or any of their trustees, officers, faculty, researchers, students, employees, or agents, or any adaptation of such names, in any promotional material or other public announcement or disclosure relating to the subject matter of this Agreement without the prior written consent of Ramot.

14.3. Notices. Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and may be delivered personally, or may be sent by facsimile or certified mail, return receipt requested, to the following addresses, unless the parties are subsequently notified of any change of address in accordance with this Section 14.3:

If to Licensee:              Brainstorm Cell Therapeutics, Inc.
                             1350 Avenue of the Americas
                             New York,
                             NY 10019
                             USA

                             With a copy to:


                             Tulchinsky, Stern & Co, Law Offices
                             Abba Hillel 14
                             Beit Oz
                             Ramat Gan 52506


If to Ramot:                 Ramot at Tel Aviv University Ltd.
                             P.O. Box 39296
                             Tel Aviv 61392
                             Israel
                             Attn:  CEO
                             Fax: 972-3-640-5064

Any notice shall be deemed to have been received as follows: (i) by personal delivery, upon receipt; (ii) by facsimile, one business day after transmission or dispatch; (iii) by airmail, seven (7) business days after delivery to the postal authorities by the party serving notice. If notice is sent by facsimile, a confirming copy of the same shall be sent by mail to the same address.

14.4. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Israel, without regard to the application of principles of conflicts of law, except for matters of patent law, which, other than for matters of inventorship on patents, shall be governed by the patent laws of the relevant country of the patent. The parties hereby consent to personal jurisdiction in Israel and agree that the competent court in Tel Aviv, Israel shall have sole jurisdiction over any and all matters arising from this Agreement, except that Ramot may bring suit against the Licensee in any other jurisdiction outside Israel in which the Licensee has assets or a place of business.

14.5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns.

14.6. Headings. Section and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.

14.7. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.

14.8. Amendment; Waiver. This Agreement may be amended, modified, superseded or canceled, and any of the terms may be waived, only by a written instrument executed by each party or, in the case of waiver, by the party waiving compliance. The delay or failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the rights at a later time to enforce the same. No waiver by either party of any condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement.

14.9. No Agency or Partnership. Nothing contained in this Agreement shall give any party the right to bind another, or be deemed to constitute either parties as agents for each other or as partners with each other or any third party.

14.10. Assignment and Successors. This Agreement may not be assigned by either party without the consent of the other, which consent shall not be unreasonably withheld.

14.11. Force Majeure. Neither party will be responsible for delays resulting from causes beyond the reasonable control of such party, including without limitation fire, explosion, flood, war, strike, or riot, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.

14.12. Interpretation. The parties hereto acknowledge and agree that:
(i) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to both parties hereto and not in favor of or against either party, regardless of which party was generally responsible for the preparation of this Agreement.

14.13. Severability. If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, it is the intention of the parties that the remainder of this Agreement shall not be affected.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

Ramot at Tel Aviv University Ltd.       Brainstorm Cell Therapeutics, Inc.



By: /s/ Ze'ev Weinfeld, Ph.D.           By: /s/ Yoram Drucker
    --------------------------------        -----------------------------------
    Name:  Ze'ev Weinfeld, Ph.D.            Name:  Yoram Drucker
    Title: Executive Vice President,        Title: Chief Operating Officer
           Business Development                    (Principal executive officer)

By: /s/ Yehuda Niv
    --------------------------------
    Name:  Yehuda Niv
    Title: CEO

We, the undersigned, hereby confirm that we have read the Agreement, that its contents are acceptable to us and that we will act in accordance with its terms.

/s/ Eldad Melamed                       /s/ Daniel Offen
--------------------------------        --------------------------------
Professor Eldad Melamed                 Dr. Daniel Offen

Exhibit 10.2

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT, effective as of the 31st day of March, 2006, is entered into by and between Brainstorm Cell Therapeutics Inc.(formerly Golden Hand Resources, Inc.), a company formed under the laws of the State of Washington, having a place of business at 1350 Avenue of the Americas New York, NY 10019 ("Company"), Ramot at Tel Aviv University Ltd., a company formed under the laws of Israel, having a place of business at Tel Aviv University in Ramat-Aviv, Tel Aviv 61392, Israel ("Ramot"), and the additional persons set forth in Annex A (the "Scientists", and together with Ramot, the "Warrant Holders").

WHEREAS, The Company and Ramot entered into a Research and License Agreement dated July 12, 2004 (the "Original Agreement"), which was subsequently amended and replaced by a Research and License Agreement dated March 27, 2006 (the "Amended Research and License Agreement"); and

WHEREAS, In accordance with its obligations under (i) the Original Agreement and the Amended Research and License Agreement, and (ii) various agreements between the Company and certain of the scientists, the Company issued to Ramot and the Scientists warrants to purchase an aggregate of 12,800,845 shares of the Company's common stock at a purchase price of $.01 per share, (the "Warrants") and undertook to register the shares underlying such Warrants by no later than twenty-one months following the date of execution of the Original Agreement; and

WHEREAS, The Company and the Warrant Holders entered into a Registration Rights Agreement dated July 18, 2004, setting forth the registration rights of the Warrant Holders with respect to the Warrants, including the Company's obligation to register the shares underlying the Warrants by no later than twenty-one months following the date of execution of the Original Agreement (the "Registration Rights Agreement"); and

WHEREAS, The Company has requested, and the Warrant Holders have agreed, to postpone the date by which the shares underlying the Warrants must be registered to no later than December 31, 2006, subject to the terms and conditions set forth herein; and

WHEREAS, The Company and the Warrant Holders wish to amend the Amended Research and License Agreement, the Warrants and the Registration Rights Agreement to give effect to the agreement that has been reached between them concerning deferral of the date by which the shares underlyng the Warrants must be registered and the conditions for such deferral;

NOW, THEREFORE, the parties agree as follows:

1. Amendment of the Warrants.

1.1 Effective as of the date hereof, the Company and the Warrant Holders agree to amend and replace section 9 of the Warrants, with the following:

"9. Registration Rights. The Company agrees to register the shares of Common Stock underlying this Warrant (whether by demand, piggy back registration or otherwise) by no later than December 31, 2006, and agrees to maintain the effectiveness of a registration statement covering such shares until the earlier of (i) the time at which all of the shares underlying the warrant then held by the Holder could be sold in any 90 day period pursuant to Rule 144 under the Securities Act or
(ii) the expiration date of the warrant. These registration rights shall be set forth fully in a separate registration rights agreement to be entered into between the Company and the Holder. "

1.2. Within 30 days of the execution of this Amendment, the Company shall issue the Warrant Holders with replacement Warrants in the form attached hereto as Annex B. Except for the foregoing amendment, the terms of the Warrants shall remain unchanged and in full force and effect.

1.3. Effective as of the date hereof, the Company and Ramot agree to amend and replace Exhibit 7.2 of the Amended Research and License Agreement with the form of Warrant attached as Annex B.

2. Amendment of the Registration Rights Agreement. Simultaneous with the execution of this Amendment, the Parties shall execute the Amended and Restated Registration Rights Agreement attached hereto as Annex C. The Company acknowledges that the Warrant Holders have agreed to postpone the date by which the shares underlying the Warrants must be registered in consideration for, and in reliance upon, the amended terms and conditions set forth in the Amended and Restated Registration Rights Agreement.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

Ramot at Tel Aviv University Ltd.         Brainstorm Cell Therapeutics Inc.
By: /s/ Hagit Messer-Yaron                By: /s/ Yoram Drucker
    -------------------------------           -----------------------------
Name: Professor Hagit Messer-Yaron        Name: Yoram Drucker
Title: Chairperson                        Title: Chief Operating Officer
                                                 (Principal Executive Officer)

By: /s/ Yehuda Niv
    -------------------------------
Name: Yehuda Niv
Title: CEO

Eldad Melamed

/s/ Eldad Melamed
---------------------------

Daniel Offen

/s/ Daniel Offen
---------------------------

Yossef Levy

/s/ Yossef Levy
----------------------------

Pnina Greene

/s/ Pnina Greene
----------------------------

ANNEX A

SCIENTISTS

Eldad Melamed

Daniel Offen

Yossef Levy

Pnina Greene

Exhibit 10.3

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of
the 31st day of March, 2006, by and among Brainstorm Cell Therapeutics Inc., a Washington State corporation (the "Company"), and the warrant holders listed on Schedule A hereto, each of which is herein referred to as an "Warrant Holder".

RECITALS

WHEREAS, the Warrant Holders are holders of warrants to purchase an aggregate of 12,800,845 shares of Common Stock of the Company that were issued to them in connection with the Company's entrance into a License Agreement and two Consulting Agreements (the "Underlying Agreements");

WHEREAS, in order to induce the Warrant Holders to enter into the Underlying Agreements, the Company agreed to grant certain registration rights in connection with the shares of Common Stock issuable in connection with the exercise of the Warrants to enable the Warrant Holders to resell the Warrants pursuant to a registration statement that is effective under the Securities Act; and

WHEREAS, the Company and the Warrant Holders entered into a Registration Rights Agreement, dated July 18th, 2005, setting forth such registration rights and related matters (the "Original Agreement"); and

WHEREAS, the Company and the Warrant Holders wish to make certain amendments to the Original Agreement, and in order to give effect to such amendments, the Company and the Warrant Holders agree to amend and replace the Original Agreement with this Agreement, such that the terms of this Agreement shall be deemed to apply as of July 18, 2005;

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Registration Rights. The Company covenants and agrees as follows:

1.1 Definitions. For purposes of this Agreement:

(i) The term "Common Stock" means (except where the context otherwise indicates) the Common Stock of the Company, par value $0.00005 per share.

(ii) The term "Effective Date" means December 31, 2006.

(iii) The term "Holder" means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with this Agreement.

(iv) The term "Registrable Securities" means the Warrants and the Common Stock issuable upon exercise of the Warrants, provided that such securities shall cease to constitute "Registrable Securities" for purposes of this Agreement on the earlier of (x) the expiration date of the Warrants or (y) such earlier time as when (A) a registration statement with respect to the resale of such securities shall have been declared effective by the Commission and such securities shall have been sold pursuant thereto, (B) such securities shall have been sold in satisfaction of all applicable resale provisions of Rule 144 under the Securities Act, (C) ) as to any Holder, such Holder's securities may be resold pursuant to Rule 144(k) under the Securities Act (or any successor provision) or all of such Holder's Registrable Securities may be resold in a single ninety (90) day period under Rule 144(e)(1)(i) of the Securities Act, or (D) such securities cease to be issued and outstanding for any reason.

(v) The term "Commission" shall mean the Securities and Exchange Commission.

(vi) The term "Person" shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a limited liability company or partnership, a government and any agency or political subdivision thereof.

(vii) The term "Securities Act" means the Securities Act of 1933, as amended.

(viii) The "Warrants" shall mean the warrants to purchase an aggregate of 12,800,845 shares of Common Stock of the Company (the "Original Warrants") and all warrants issued upon transfer, division or combination of, or in substitution for, the Original Warrant, or such warrants issued in respect thereof.

(ix) The term "1934 Act" means the Securities Exchange Act of 1934, as amended.

1.2 Initial Filing and Effectiveness of Registration Statement. Subject to the conditions of this Section 1, the Company shall (x) no later than July 1, 2006, prepare and file a registration statement (the "Registration Statement") including the prospectus contained therein, including any amendment or supplement thereto (the "Prospectus") covering the resale of the Registrable Securities by the Holders; and (y) cause the Registration Statement to be declared effective on or before the Effective Date and to keep the Registration Statement effective until the date that no Holder owns any Registrable Securities. In furtherance of the foregoing, the Company shall

(i) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act and the applicable rules with respect to the disposition of all securities covered by the Registration Statement during the applicable period in accordance with the intended method or methods of distribution set forth in such Registration Statement or supplement to the Prospectus;

(ii) upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein, including any amendment or supplement thereto (the "Prospectus") (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by the Holders, the Company shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if Commission review is required, use its best efforts to cause such amendment to be declared effective as soon as practicable;

(iii) advise the Holders promptly (i) when any Prospectus supplement or post-effective amendment has been filed, and, with respect to any successor Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto,
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or "blue sky" laws, the Company shall use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv) use its best efforts to register or qualify or cooperate with the Holders and their respective counsel in connection with the registration or qualification of the Registrable Securities under the securities or "blue sky" laws of any such jurisdictions in the United States as the Holders reasonably request in writing, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(v) furnish to the Holders copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus;

(vi) if requested by the Holders, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;

(vii) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

(viii) use its reasonable best efforts to comply with all applicable rules and regulations of the Commission; and

(ix) provide promptly to the Holders, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act.

1.3 Piggyback Rights on Company Registration.

(i) If (but without any obligation to do so) the Company proposes to register for sale for its own account or for the account of any shareholders other than the Holders any of its Common Stock under the Securities Act in connection with the public offering of such Common Stock (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not permit secondary sales or include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered,), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty
(20) days after mailing of such notice by the Company, the Company shall, subject to the provisions of this Section 1, use all reasonable efforts to cause all of the Registrable Securities that each such Holder has requested to be registered to be included in such registration under the Securities Act.

(ii) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.6 hereof.

(iii) Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Common Stock, the Company shall not be required under this Section 1.3 to include any Holder's shares of Common Stock in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company and enters into an underwriting agreement in customary form with such underwriter or underwriters, and then only in such quantity as the managing underwriter determine in its sole discretion will not jeopardize the success of the offering by the Company as provided in Section 1.4 below.

1.4 Deferral / Cutback Provisions.

(i) Notwithstanding any other provision of Section 1.3 relating to a registration by the Company for its own account, if the managing underwriter of the Company's securities being offered in a public offering pursuant to such registration statement advises the Company that the amount to be sold by Persons other than the Company (including without limitation the Holders) (collectively, "Selling Stockholders") is greater than the amount that can be offered without adversely affecting the offering of Common Stock by the Company, the Company may, subject to the next following sentence, reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number deemed advisable by such managing underwriter. The number of shares of Common Stock held by Selling Stockholders to be excluded shall be determined in the following order of priority: (1) securities held by any Persons not having any such contractual, incidental "piggyback" registration rights, (2) securities held by any Persons having contractual, incidental "piggyback" registration rights pursuant to any agreement providing similar "piggyback" registration rights to this Agreement,
(3) securities held by any Persons having contractual, incidental "piggyback" registration rights pursuant to an agreement providing similar "piggyback" registration rights that expressly provides that the number of such shares of Common Stock proposed to be included in a Company-initiated registered offering shall not be reduced until after any shares of Common Stock held pursuant to contractual rights that do not expressly provide for such priority under such circumstances have been excluded from such underwriting, and (4) a portion of the Registrable Securities sought to be included by the holders thereof as determined pro rata based upon the aggregate number of Registrable Securities proposed to be sold by such holders.

(ii) The Company shall not be required to effect a registration or take any actions pursuant to this Section 1in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

1.5 Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. Failure on the part of any selling Holder to furnish such information to the Company within such reasonable time period as the Company shall specify in its notice to the selling Holders shall relieve the Company of its obligations to include any Registrable Securities held by such Holder in the registration with respect to which such notice was given.

1.6 Expenses of Registration. The Company shall bear all fees and expenses incurred in connection with registrations, filings or qualifications pursuant to this Agreement including all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, but excluding (i) underwriting discounts and commissions and (ii) fees and disbursements of any counsel for the Holders, which shall be borne pro rata by the Holders based upon the number of Registrable Securities that are being registered. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata).

1.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.8 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:

(i) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners or officers, directors and shareholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities laws; and the Company will reimburse each such Holder, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection l.8(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder or underwriter, or any person controlling such Holder or underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the shares to such person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

(ii) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this subsection l.8(ii), for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection
l.9(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), provided that in no event shall any indemnity under this subsection l.9(ii) exceed the gross proceeds from the offering received by such Holder.

(iii) Promptly after receipt by an indemnified party under this Section 1.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8.

(iv) If the indemnification provided for in this
Section 1.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(v) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(vi) The obligations of the Company and Holders under this Section 1.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

1.9 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) and shall inure to the benefit of and be binding upon the respective successors and assigns of the parties
(including transferees of any shares of Registrable Securities), provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned;
(b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.

1.10 No Limitations on Subsequent Registration Rights. The Holders of the Registrable Securities hereby acknowledge that nothing herein shall restrict the Company in any way from entering into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1 hereof or (b) to demand registration of their securities.

1.11 ["Market Stand-Off" Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the underwriter, during the period commencing on the date of the final prospectus relating to a Company public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed ninety (90) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) other than Registrable Securities that such Holder is entitled to have included in such public offering pursuant to Section 1.4, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock other than Registrable Securities that such Holder is entitled to have included in such public offering pursuant to Section 1.4, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing undertaking shall only apply if identical restrictions are imposed on all of the shareholders of the Company other than the Holders. The underwriters in connection with any public offering by the Company are intended third party beneficiaries of this Section 1.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto].

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

1.12 Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (x) the expiration date of the Warrants or (y) such earlier time as when (A) a registration statement with respect to the resale of such Registrable Securities shall have been declared effective by the Commission and such securities shall have been sold pursuant thereto, (B) such Registrable Securities shall have been sold in satisfaction of all applicable resale provisions of Rule 144 under the Securities Act, (C) as to any Holder, such Holder's Registrable Securities may be resold pursuant to Rule 144(k) under the Securities Act (or any successor provision) or all of such Holder's Registrable Securities may be resold in a single ninety (90) day period under Rule 144(e)(1)(i) of the Securities Act, or (D) such Registrable Securities cease to be issued and outstanding for any reason.

2. Miscellaneous.

2.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

2.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York, without regard to the conflict of law principles of such state.

2.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

2.5 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon delivery by confirmed facsimile transmission, nationally recognized overnight courier service, or five days after the same shall have been deposited with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties.

2.6 Entire Agreement: Amendments and Waivers. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Registrable Securities. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities each future holder of all such Registrable Securities, and the Company.

2.7 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY

By: /s/ Yoram Drucker
   -------------------------------------
Title: Chief Operating Officer
       (Principal Executive Officer)

WARRANT HOLDERS:

Ramot at Tel Aviv University Ltd.

By: /s/ Yehuda Niv                      By: /s/ Hagit Messer-Yaron
    -----------------------------           ------------------------------------
Title: CEO                                  Chairperson


Eldad Melamed

/s/ Eldad Melamed
---------------------------


Daniel Offen

/s/ Daniel Offen
---------------------------


Yossef Levy

/s/ Yossef Levy
----------------------------


Pnina Greene

/s/ Pnina Greene
----------------------------

EXHIBIT A

WARRANT HOLDERS

Ramot at Tel Aviv University Ltd.

Eldad Melamed

Daniel Offen

Yossef Levy

Pnina Greene

Exhibit 10.4

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAINSTORM CELL THERAPEUTICS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Right to Purchase 6,363,849 shares of Common Stock of BrainStorm Cell Therapeutics Inc.

(subject to adjustment as provided herein)

COMMON STOCK PURCHASE WARRANT AT $0.01 PER SHARE

No. Issue Date: November 4, 2004

BRAINSTORM CELL THERAPEUTICS INC., a corporation organized under the laws of the State of Washington (the "Company"), hereby certifies that, for value received, Ramot at Tel-Aviv University Ltd. or its assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the one year anniversary of the Issue Date (the "Vesting Date") up to 5:00 p.m., E.S.T on the SIXTH anniversary of the Issue Date (the "Expiration Date"), up to 6,363,849 fully paid and nonassessable shares of the common stock of the Company (the "Common Stock"), $.00005 par value per share at a per share purchase price of $0.01. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. This Warrant is that certain Warrant referred to in the Research and License Agreement dated July 8, 2004 between the Company and the Holder (the "License Agreement").

This Warrant, when issued and delivered in accordance with the terms hereof will be duly authorized and validly issued, and the Common Stock issuable upon the exercise hereof, when issued pursuant to the terms hereof and upon payment of the exercise price, shall, upon such issuance, be duly authorized, validly issued, fully paid and nonassessable.

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

(a) The term "Company" means Brainstorm Cell Therapeutics Inc. and any corporation which shall succeed or assume the obligations of Brainstorm Cell Therapeutics Inc. hereunder.

(b) The term "Common Stock" includes (a) the Company's Common Stock, $.00005 par value per share, as authorized on the date hereof, and (b) any other securities into which or for which any of the securities described in (a) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

(c) The term "Other Securities" refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.

1. Exercise of Warrant.

1.1. Number of Shares Issuable upon Exercise. From and after the Vesting Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4. This Warrant is fully vested as of the Vesting Date.

1.2. Full Exercise. This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription attached as Exhibit A hereto (the "Subscription Form") duly executed by such Holder and surrender of the original Warrant within seven (7) days of exercise, to the Company at its principal office or at the office of its Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect.

1.3. Partial Exercise. This Warrant may be exercised in part (but not for a fractional share) by surrender of this Warrant in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof, the whole number of shares of Common Stock for which such Warrant may still be exercised.

1.4. Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:

(a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;

(b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date;

(c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or

(d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

1.5. Company Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.

1.6. Trustee for Warrant Holders. In the event that a bank or trust company shall have been appointed as trustee for the Holder of the Warrants pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described) and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.

1.7 Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within ten (10) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

2. Exercise.

(a) Payment upon exercise may be made at the option of the Holder either in (i) cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of the Warrants in accordance with Section (b) below or (iii) by a combination of any of the foregoing methods, for the number of Common Stock specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.

(b) In lieu of exercising this Warrant for cash, wire transfer or certified or official bank cheque, the holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Subscription Form in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula:

Where    X=       the number of shares of Common Stock to be
                  issued to the holder

         Y=       the   number  of  shares  of  Common   Stock
                  purchasable  under the Warrant or, if only a
                  portion of the  Warrant is being  exercised,
                  the portion of the Warrant  being  exercised
                  (at the date of such calculation)

         A=       the Fair  Market  Value of one  share of the
                  Company's  Common Stock (at the date of such
                  calculation)

         B=       Purchase  Price (as  adjusted to the date of
                  such calculation).

3. Adjustment for Reorganization, Consolidation, Merger, etc.

3.1. Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

3.2. Dissolution. In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the Holder of the Warrants after the effective date of such dissolution pursuant to this Section 3 to a bank or trust company (a "Trustee") as trustee for the Holder of the Warrants.

3.3. Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation of the transaction described in this Section 3, then only in such event will the Company's securities and property (including cash, where applicable) receivable by the Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.

4. Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

5. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

6. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant. Prior to the exercise of this Warrant, the holder shall not be entitled, by virtue of holding this Warrant, to any rights of a stockholder of the Company, including (without limitation) the right to vote, receive dividends or other distributions or be notified of stockholder meetings, and such holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company).

7. Assignment; Exchange of Warrant. This Warrant is non-transferable by the Holder and any purported transfer hereof is null and void, except, subject to compliance with applicable securities laws, in the event of a transfer to a Permitted Transferee of the Holder (the "Transferor"). For the purposes of this Article 7, the term "Permitted Transferee" shall mean

(a) with respect to any Holder that is an entity, (1) any party that is, directly or indirectly, controlling, controlled by or under common control with, that Holder, where the term "control" (including its correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as used with respect to any party, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the other and policies of the Holder, whether through the ownership of voting securities, by contract or otherwise (an "Affiliate"), (2) any general or limited partner of that Holder (a "Partner"), (3) any officer, general partner, director or limited partner of that Holder or any Partner (collectively, "Associates"), (4) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any Associate,
(5) any trust, corporation, partnership or other entity substantially all the economic interests of which are held by or for the benefit of that Holder, its Affiliates, any Partner, Associate, their spouses, children, parents, grandparents and grandchildren (whether by birth or adoption); and

(b) with respect to any Holder that is an individual, (1) the spouse, children, parents and grandchildren (in each case, whether by birth or adopted) of that Holder, (2) a person to whom Company Securities are transferred by that Holder by will or the laws of descent, inheritance and distribution and (3) a trust established for the exclusive benefit of that Holder and/or his or her Permitted Transferees;

provided that a person or party shall only be a Permitted Transferee of a Holder for so long as the facts and circumstances giving rise to that status do not change in a manner that would result in that party or person no longer being such a Permitted Transferee after that change.

On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the Permitted Transferee(s) specified in such Transferor Endorsement Form, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for "blue sky" compliance expenses for resales under any registration statement filed in accordance with agreements between the Company and the Holder for two (2) such transfers to two (2) applicable states of the United States only.

Upon the issue to the Transferor of the new Warrant or Warrants of like tenor, in the name of the Transferor and/or the Permitted Transferee(s) specified in such Transferor Endorsement Form, the Permitted Transferee shall execute any and all agreements of the Company to which Transferor is a party, and shall become party thereto.

8. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9. Registration Rights. The Company agrees to register the shares of Common Stock underlying this Warrant (whether by demand, piggy back registration or otherwise) by no later than December 31, 2006, and agrees to maintain the effectiveness of a registration statement covering such shares until the earlier of (i) the time at which all of the shares underlying the warrant then held by the Holder could be sold in any 90 day period pursuant to Rule 144 under the Securities Act or (ii) the expiration date of the warrant. These registration rights shall be set forth fully in a separate registration rights agreement to be entered into between the Company and the Holder

10. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

(i) if to the Company to: 1350 Avenue of Americas, New York, NY 10019to such other address as specified by the Company.

(ii) if to the Holder, to_____________________________ or to such other address as specified by the Holder.

11. Securities Matters. In order to make available the benefits of certain rules and regulations of the Securities Exchange Commission (the "Commission"), including without limitation Rule 144 and any successor rule or regulation of the Commission, that may at any time permit the sale of the shares of Common Stock issuable upon exercise of this Warrant to the public without registration, the Company agrees (i) to file in a timely manner all reports, statements and other information and documents required to be filed by it pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii) whether or not the Company is subject to the reporting and other filing requirements of Section 13 or 15(d) of the Exchange Act, to file with the Commission and, within fifteen (15) days after the date if would be required to file such reports with the Commission if it were subject to such reporting and other filing requirements of the Exchange Act, to deliver to the holder of this Warrant all such reports, information and other documents as it would be required to file with the Commission if it were subject to the requirements of Section 13 of 15(d) of the Exchange Act and otherwise to make and keep publicly available all such information concerning the Company as shall be necessary to enable the holder to comply with the aforementioned rules and regulations of the Commission.

12. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of Washington. Any dispute relating to this Warrant shall be adjudicated in the State of Washington. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

BRAINSTORM CELL THERAPEUTICS INC.

Title:

EXHIBIT A

FORM OF SUBSCRIPTION
(to be signed only on exercise of Warrant)

TO: BRAINSTORM CELL THERAPEUTICS INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

|_| ________ shares of the Common Stock covered by such Warrant, or

|_| ________ shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in
Section 2.

|_| the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes):

|_| $__________ in lawful money of the United States, and/or

|_| the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or

|_| the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in
Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to

_______________________________________________________________ whose address is

_______________________________________________________________________________.

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from registration under the Securities Act.

EXHIBIT B

FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Permitted Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of BRAINSTORM CELL THERAPEUTICS INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of BRAINSTORM CELL THERAPEUTICS INC. with full power of substitution in the premises.

Permitted Transferees           Percentage Transferred        Number Transferred
---------------------           ----------------------        ------------------

-------------------------------------------------------------------------------

Dated: ______________, ___________

Signed in the presence of: