NEW YORK GLOBAL INNOVATIONS INC. (Form: 8-K/A, Received: 10/18/2016 13:55:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 18, 2016 (August 23, 2016)

NEW YORK GLOBAL INNOVATIONS INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

000-24431		84-1417774
(Commission File Number)		(IRS Employer Identification No.)

18 East 16th Street, Suite 307, New York, NY			10003
(Address of Principal Executive Offices)			(Zip Code)

(646) 233-1454

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

On August 29, 2016, New York Global Innovations Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”) disclosing the consummation, on August 23, 2016, of a merger with Artemis Therapeutics Inc., a Delaware corporation (“Artemis”) and Artemis Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Subsidiary”), pursuant to which Artemis merged with and into the Subsidiary, with Artemis being the surviving entity (the “Merger”).

The Company is filing this Current Report on Form 8-K/A (the “Form 8-K/A”) to amend the Original Filing to include audited financial statements of Artemis for the period ended June 30, 2016 by a PCAOB registered firm, to update various disclosures in the Original Filing, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as to correct outstanding share amounts from the Original Filing due to a scrivener’s error.

Except as described above, no other changes have been made to the Original Filing and this Form 8-K/A does not modify or update any other information in the Original Filing. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original Filing. Accordingly, this Form 8-K/A should be read in conjunction with the Company’s filings made with the SEC subsequent to the date of the Original Filing.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, regarding our business, clinical trials, financial condition, expenditures, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “planned expenditures,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this prospectus, any prospectus supplement and the documents we incorporate by reference. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the SEC which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

In this Current Report, unless otherwise specified, all dollar amounts are expressed in United States dollars. Except as otherwise indicated by the context, references in this report to “Company”, “we,” “us” and “our” are references to New York Global Innovations Inc., including the operating and financial results of Artemis Therapeutics Inc.

BACKGROUND

On August 23, 2016, New York Global Innovations Inc., a Delaware corporation, consummated its Merger with Artemis and the Subsidiary, pursuant to which Artemis merged with and into the Subsidiary, with Artemis being the surviving entity.

Pursuant to the terms of the Agreement and Plan of Merger dated as of August 2, 2016 and executed by and between the Company, Artemis and the Subsidiary (the “Merger Agreement”), upon the effectiveness of the Merger (such time being referred to as the “Effective Time”), the Company issued an aggregate of 23,000,000 shares of common stock and 2,562 shares of the Company’s newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”) to the Artemis stockholders, such that each outstanding share of Artemis common stock was exchanged for the right to receive 2,500 shares of the Company’s common stock and 0.2562 shares of the Company’s Series B Preferred Stock (each share is convertible into 72,682.814 shares of the Company’s common stock). As such, at the Effective Time, the Artemis stockholders owned an equivalent of approximately 73% of the Company’s common stock, on a fully diluted basis. After giving effect to the Merger, Artemis became a wholly owned subsidiary of the Company. Following the Merger, the Company adopted the business plan of Artemis. Artemis is a biotechnology company developing a drug candidate for treatment of human cytomegalovirus.

In conjunction with the consummation of the Merger, the Company closed on a private placement through a securities purchase agreement executed on August 2, 2016 (the “Securities Purchase Agreement”) with an investor with respect to the sale of an aggregate of $500,000 of 3,416,092 shares of the Company’s common stock and 453 shares of the Company’s newly designated Series A Convertible Preferred Stock (the “Series A Preferred Stock”) (each share is convertible into 72,682.814 shares of the Company’s common stock). The Securities Purchase Agreement provides that the Company will obtain shareholder approval within 90 days of the date thereof to increase its authorized capital or conduct a reverse stock split such that the Company will have reserved for issuance at least 200% of the number of shares issuable upon conversion of all of the Series A Preferred Stock (the “Approval”) or be subject to liquidated damages. Company’s management and its largest shareholder have provided the Company with their irrevocable consent to the Approval. The Securities Purchase Agreement also provides the investor with a 24-month (i) right to participate in future financings, (ii) right to purchase up to 100% of its investment at 120% of the per share purchase price, (iii) right to be issued additional securities in connection with any subsequent dilutive issuance by the Company; and (iv) right to piggyback or demand registration rights.

FORM 10 DISCLOSURE

As disclosed elsewhere in this Current Report on Form 8-K, the Company acquired Artemis upon the consummation of the Merger. Item 2.01(f) of Form 8-K provides that if the Company was a shell company, other than a business combination related shell company (as those terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) immediately before the Merger, then the Company must disclose the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the Company’s securities subject to the reporting requirements of Section 13 of the Exchange Act upon consummation of the acquisition transaction.

To the extent that the Company was considered to be a shell company immediately before the acquisition transaction, we are providing below the information that we would be required to disclose on Form 10 under the Exchange Act if we were to file such form. Please note that, unless the context otherwise requires, the information provided below relates to the combined Company after the acquisition of Artemis.

Item 1.01. Entry into a Material Definitive Agreement

On August 23, 2016, the Company consummated the Merger. For a description of the Merger, and the material agreements entered into therewith, please see Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

MERGER WITH ARTEMIS THERAPEUTICS INC.

On August 23, 2016, the Company entered into the Merger Agreement with Artemis and the Subsidiary, pursuant to which Artemis merged with and into the Subsidiary, with Artemis being the surviving entity. Following the Merger, the Company adopted the business plan of Artemis.

Pursuant to the Merger Agreement, the Subsidiary merged with and into Artemis in a reverse merger, with Artemis surviving as a wholly-owned subsidiary of the Company. As consideration for the Merger, upon the Effective Time, the Company issued an aggregate of 23,000,000 shares of common stock and 2,562 shares of Series B Preferred Stock to the Artemis shareholders such that each outstanding share of Artemis common stock was exchanged for the right to receive 2,500 shares of the Company’s common stock and 0.2562 shares of the Series B Preferred Stock (each share is convertible into 72,682.814 shares of the Company’s common stock) (collectively, the “Merger Shares”). As such, at the Effective Time, the Artemis stockholders owned an equivalent of approximately 73% of the Company’s common stock, on a fully diluted basis. After giving effect to the Merger, Artemis became a wholly owned subsidiary of the Company. The parties have taken the actions necessary to provide that the Merger is treated as a “tax free exchange” under Section 351 of the Internal Revenue Code of 1986, as amended. The Merger Agreement contains customary representations, warranties and covenants of the Company and Artemis for similar transactions. The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the Merger Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.

As a condition for the consummation of the Merger, the Company and Artemis agreed to the following covenants and closing conditions: (i) a requirement that a concurrent financing of not less than $590,000 shall have occurred immediately prior to the Effective Time; (ii) a requirement that the Company have a cash balance of at least $590,000, exclusive of the concurrent financing at the Effective Time; (iii) a requirement that Artemis, Hadasit Medical Research Services & Development, Ltd. and Hong Kong University of Science and Technology R and D Corporation Limited have entered into and finalized a license agreement with respect to HCMV technology; (iv) the resignation of Roberto Alonso Jimenez Arias as a director of the Company at the Effective Time; (v) the appointment by Artemis of a new director; (vi) the right for Gadi Peleg, or his designee, to continue serving as a director of the Company for a period of one year from the closing of the Merger; and (vii) for a period of one year from the closing of the Merger, in the event that the Company desires to enter into a transaction involving the sale of securities at a pre-transaction valuation of $10,000,000 or less, the approval of Mr. Peleg, or his designee, shall be required prior to the Company entering into such transaction.

In conjunction with the closing of the Merger, on August 23, 2016, Roberto Alonso Jimenez Arias resigned as a director of the Company. In addition, on August 23, 2016, the Company closed on a private placement pursuant to the Securities Purchase Agreement with an investor with respect to the sale of an aggregate of $500,000 of 3,416,092 shares of the Company’s common stock and 453 shares of Series A Preferred Stock (each share is convertible into 72,682.814 shares of the Company’s common stock). The Securities Purchase Agreement provides that the Company will obtain shareholder approval within 90 days of the date thereof to increase its authorized capital or conduct a reverse stock split such that the Company will have reserved for issuance at least 200% of the number of shares issuable upon conversion of all of the Series A Preferred Stock or be subject to liquidated damages. Company’s management and its largest shareholder have provided the Company with their irrevocable consent to the Approval. The Securities Purchase Agreement also provides the investor with a 24-month (i) right to participate in future financings, (ii) right to purchase up to 100% of its investment at 120% of the per share purchase price, (iii) right to be issued additional securities in connection with any subsequent dilutive issuance by the Company; and (iv) right to piggyback or demand registration rights.

At the effective time of the Merger, the Company’s board of directors and officers were reconstituted by the appointment of Dana Wolf as our Chief Scientific Officer and Israel Alfassi as a director.

Pro Forma Ownership

Following the issuance of the Merger Shares, the former shareholders of Artemis and/or their designees beneficially own approximately 73% of the Company’s common stock, on a fully diluted basis. For financial accounting purposes, the acquisition was treated as a reverse acquisition of the Company by Artemis, under the purchase method of accounting, and was deemed a recapitalization with Artemis as the acquirer. Upon consummation of the Merger, the Company adopted the business plan of Artemis.

DESCRIPTION OF BUSINESS OF ARTEMIS THERAPEUTICS INC.

Corporate Overview

New York Global Innovations Inc. (formerly known as InkSure Technologies Inc.), was incorporated under the laws of the State of Nevada on April 22, 1997. On July 8, 2003, the Company effected a reincorporation from Nevada to Delaware through a merger with and into its wholly-owned subsidiary, InkSure Technologies (Delaware) Inc., which was incorporated on June 30, 2003. The surviving corporation in the merger was InkSure Technologies (Delaware) Inc., which thereupon renamed itself InkSure Technologies Inc. In 2014, the Company changed its name to New York Global Innovations Inc. Upon the closing of the Merger Agreement, Artemis became a wholly-owned subsidiary of the Company. Artemis Therapeutics Inc. was incorporated on April 19, 2016 under the laws of the State of Delaware.

Company Overview

Artemis is a biopharmaceutical company dedicated to the development of novel, safe, and effective agents for the prevention and treatment of severe and potentially life-threatening infectious diseases. The company's lead product candidate, artemisone, is a clinical-stage synthetic artemisinin derivative with antiviral and antiparasitic properties. Artemis expects to advance artemisone initially as an antiviral agent to address unmet clinical needs in the growing population of immunocompromised patients infected with human cytomegalovirus (HCMV), and other related clinical indications.

Business Strategy

Artemis’ mission is to improve the lives of patients through the creation of novel, safe, and effective anti-infective agents. To this end, Artemis plans to execute on the following strategy:

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Rapidly and efficiently advance our lead experimental compound, artemisone, through clinical development for the prevention and treatment of human cytomegalovirus (HCMV) infection in immunocompromised patients, as well as other clinical indications.

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Execute strategic collaborations to maximize value and extend the potential of our lead candidate across multiple disease areas. We are focused on partnerships that could expand our geographic reach and allow us to expand into additional indications.

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Develop a pipeline of anti-infective agents either through internal drug discovery efforts or by in-licensing external experimental or commercial agents and redeveloping them as anti-infectives in novel patient populations.

Description of Market

Human cytomegalovirus (HCMV) is believed to infect 50-100% of adults by age 50. Whereas HCMV infection in healthy individuals is mostly asymptomatic, HCMV can severely affect certain high-risk groups, including immunocompromised patients (for example, transplant recipients, patients with cancer, autoimmune disease, AIDS) and congenitally-infected infants, who acquire the infection in-utero through maternal exposure. HCMV infection occurs in approximately 60% of transplant patients as a result of immune suppression, and may lead to transplant rejection, serious illness, or death. HCMV is also a major cause of birth defects, affecting > 5,500 infants annually in the U.S.

In addition to the foregoing, the hematopoietic stem cell transplant (HSCT) population is rapidly growing, as stem cell transplantation is increasingly utilized for treatment of multiple hematological and non-hematological diseases. Approximately 65% of HSCT patients are at risk for HCMV reactivation. During the first year following allogeneic HSCT, the rate of non-relapse mortality is approximately 20%, with a significant proportion of these deaths attributable to HCMV.

Treatment paradigms have evolved for addressing viral infection in HSCT and solid organ transplantation (SOT) patients, but toxicities associated with the currently available therapies have limited the significant evolution of treatment. Proof of concept for the prevention of HCMV in transplant patients (treatment beginning at or before transplant and continuing through the first 3-12 months) was established decades ago. Nonetheless, treatment-related toxicities have stalled the standard of care among HSCT recipients at “pre-emptive" therapy, where HCMV reactivation is closely monitored for in the blood, and treatment is initiated immediately after confirmation of active HCMV infection. Although this treatment paradigm has greatly lessened fatalities associated with HCMV in transplant patients, there is still a high mortality rate and drug resistance rates are increasing.

There is a consensus that the standard of care must evolve to preventive treatment with the development of safer, more tolerable, and effective HCMV therapies. However, at present, no therapies are approved for preventive treatment of HCMV disease. Hence, there is a great unmet need for an alternative therapy with an improved safety and tolerability profile appropriate for immunocompromised patients, and that in the future might be also extend to the setting of maternal/congenital infection.

Market Opportunity

Approximately 50,000 HSCTs and 100,000 SOTs are performed annually throughout the world, the majority of which occur at a relatively small number of treatment facilities in the United States and Europe. This market opportunity within two closely-linked regulatory environments allows for a broad market reach with clearly defined clinical development parameters.

(numbers as of 2011 WHO census)	United States	European Union	Total
HSCT	20,000	26,000	46,000
SOT	30,000	29,000	59,000

The overall birth prevalence of congenital HCMV infection is ~ 0.7%, with even higher prevalence (1-5%) reported in developing countries. Approximately 25% of congenitally infected newborns develop permanent hearing loss and a wide range of neurodevelopmental disabilities. Currently, there are no established prenatal or neonatal measures for prevention of congenital HCMV infection and disease. Recently, postnatal treatment with intravenous ganciclovir for 6 weeks, or with oral valganciclovir (given for 6 months) has been shown to partially improve neurodevelopmental and auditory and neurodevelopmental outcomes. Yet, short-term toxicity and concerns over short- and long -term toxicity limit this treatment to children already symptomatic at birth. Once a high standard of safety profile is demonstrated for Artemis’ artemisinin derivatives, maternal/child health indication may be evaluated as a secondary market.

There is currently an increasing interest in investment in the field of HCMV prevention and treatment, as signaled by the investment of large pharmaceutical companies in HCMV vaccine and antivirals development. Like in the case of HIV and HCV, antiviral combination approaches hold promise for more efficient HCMV prevention and eradication.

Products/Technology

Artemis’ lead product candidate, artemisone, is a novel orally-administered 10-alkylamino artemisinin derivative. Artemisone was developed via combinatorial chemistry to produce an optimized compound. Artemisone was selected based on desired physico-chemical properties, ease and low cost of production, high solubility, stability, lack of toxicity, and higher antiparasitic and antiviral efficacy than parent artemisinin compounds. Preclinical laboratory research has demonstrated the antiviral potency of artemisone against HCMV. In vitro data demonstrated the higher efficacy of artemisone compared to 1 st generation artemisinin derivatives, with evidence for a novel mechanism of action. This mechanism differs from that of other anti-HCMV drugs, which target the viral DNA polymerase. This mechanistic difference suggests that artemisone may offer therapeutic benefit not only as a single agent or combination agent in front-line treatment, but also in disease that has emerged as resistant to classical antivirals.

Preclinical toxicity studies of artemisone, as well as some early clinical studies in malaria, have supported its further development as an anti-infective. With no preventive therapy approved for HCMV in HSCT recipients, Artemis is committed to moving artemisone forward initially in this clinical indication, while also continuing to invest in preclinical studies supporting other potential indications, including but not limited to other viral and parasitic infections.

Market Strategy

Subject to completing clinical development and receiving marketing approval, we intend to build a focused sales and marketing organization in the United States and potentially in Europe to sell our products. We believe that such an organization will be able to address the community of physicians who are key specialists in treating the patient populations for which our products are being developed.

We also plan to build a marketing and sales management organization to create and implement marketing strategies for any product that we market through our own sales organization and to oversee and support our sales force. The responsibilities of the marketing organization would include developing educational initiatives with respect to approved products and establishing relationships with researchers and practitioners in relevant fields of medicine.

Outside of the United States and potentially Europe, where appropriate, we may elect in the future to utilize strategic partners, distributors or contract sales forces to assist in the commercialization of our products. In certain instances, we may consider building our own commercial infrastructure.

Competition

The pharmaceutical and biotechnology industries are characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary products. Any product candidates that we successfully develop and commercialize may compete with existing therapies and new therapies that may become available in the future.

We compete in the segments of the pharmaceutical, biotechnology and other related markets that target the prevention and treatment of viral infection. There are other companies working to develop therapies for the prevention and treatment of viral infection.

Three experimental compounds have reached late-stage clinical development. They include Letermovir from Merck, Maribavir from Viropharma, and Brincidofovir from Chimerix. Letermovir is currently being evaluated in a Phase 3 clinical trial for the prevention of HCMV infections in allogeneic hematopoietic stem cell transplant recipients. Maribavir and Brincidofovir recently failed to meet their pre-specified endpoints in their respective Phase 3 clinical trials, leaving Letermovir as the only late stage competitor. We expect the competitive marketplace to remain open to new entrants due to different antiviral modes of action and to HCMV resistance patterns.

Our competitors may have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved medicines than we do. These competitors also compete with us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.

Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize medicines that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than any medicines that we may develop. Our competitors also may obtain United States Food & Drug Administration (the “FDA”), or other regulatory approval for their medicines more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market.

Intellectual Property

On May 31, 2016, Artemis entered into a License Agreement (the “License Agreement”) with Hadasit Medical Research Services & Development Ltd. (“Hadasit”), Hong Kong University of Science and Technology R and D Corporation Limited (“RDC” and together with Hadasit, the “Licensors”). Pursuant to the terms of the License Agreement, Artemis acquired an exclusive worldwide, royalty-bearing, sub-licensable license to make any and all use of certain patents and know-how owned by the Licensors relating to artemisone.

Artemis agreed to certain development milestones, including the completion of CMC development and manufacturing for Phase I by the fourth quarter of 2017, completion of Phase I by the fourth quarter of 2019, completion of Phase IIA by the fourth quarter of 2022 and the first regulatory submission by the fourth quarter of 2027. Additionally, Artemis agreed to certain investment milestones, including the requirement to obtain financing of not less than $700,000 within seven months of the Effective Time, $1 million within 12 months of the Effective Time and $2 million within 24 months of the Effective Time. In the event that Artemis fails to meet the development milestone and investment milestones as set forth in the License Agreement, Hadasit has the right to terminate the License Agreement.

In addition, pursuant to the terms of the License Agreement, Artemis agreed to first offer Prof. Wolf’s laboratory at Hadassah Medical Organization, over equivalent alternatives, the option to perform all pre-clinical, research and development activities within Prof. Wolf’s expertise and her laboratory’s capabilities, each such provision of services to be conducted under a separate agreement between Artemis and Hadasit, the terms of which to be mutually agreed between Artemis and Prof. Wolf (each a “Sponsored Research Agreement”). The first Sponsored Research Agreement is to be entered into within 45 days of the Effective Time, whereby Artemis shall order services to be performed by Prof. Wolf during two 12 month consecutive periods.

In addition, pursuant to the terms of the License Agreement, Artemis is required to enter into a Consulting Agreement by and between Artemis, Prof. Wolf and Hadasit, effective as of the Effective Time (the “Consulting Agreement”). Pursuant to the terms of the Consulting Agreement, Prof. Wolf will serve as the Chief Science Officer and a member of the Scientific Advisory Board of Artemis and shall oversee research and development activities for Artemis. Hadasit shall permit to make Dr. Wolf available to perform services for Artemis for up to 15 hours per month, unless otherwise agreed to by the parties. The term of the Consulting Agreement is 3 years, subject to automatic renewal terms of 12 months, unless earlier terminated by the parties. Artemis may terminate the Consulting Agreement within 21 days of Hadasit filing a petition for bankruptcy or liquidation, immediately in the event Hadasit or Dr. Wolf breaches a material term of the Consulting Agreement and such breach is not cured, if curable, within 21 days of delivery to Hadasit of written notice of such breach. Hadasit may terminate the Consulting Agreement within 21 days of Artemis filing a petition for bankruptcy or liquidation, immediately in the event the Company breaches a material term of the Consulting Agreement, License Agreement or Sponsored Research Agreement and such breach is not cured, if curable, within 21 days of delivery to the Company of written notice of such breach. Dr. Wolf may terminate the Consulting Agreement upon 60 days prior notice. As consideration for the execution and performance of the Consulting Agreement, Artemis agreed to a monthly service fee to Dr. Wolf in the amount of $2,000 per month, plus value added tax, a fee of $300 per hour for any hour in excess of 15 hours worked by Dr. Wolf, $1,500 per day for trips made abroad by Dr. Wolf, as well as stock options in the amount of an aggregate of 300 shares to Hadasit (entitled to 50 of such option shares) and Dr. Wolf (entitled to 250 of such option shares), representing 3% of the issued and outstanding common stock of Artemis on a fully diluted basis, each subject to vesting. In that regard, Dr. Wolf was awarded an option to purchase: (i) 625,000 shares of the Company’s common stock, whereby 208,334 shares of common stock vests upon the date of grant and 208,333 shares of common stock vest upon the one and two year anniversaries of the grant date, with the option becomes fully vested on August 22, 2018, and (ii) 21.35 shares of Series B Preferred Stock which vest upon the date of grant and 21.35 shares of Series B Preferred Stock which vest upon the one and two year anniversaries of the grant date, with the option becoming fully vested on August 22, 2018. Such 64.05 shares of Series B Preferred Stock are exercisable into 4,678,801 shares of common stock.

Research & Development

In view of the urgent need for new and more effective antiviral drugs, Artemis’ vision is to combine innovative science and accelerated clinical development to create novel therapies against viral infections.

Preclinical laboratory research has demonstrated the antiviral potency of artemisone against HCMV. In vitro data demonstrated the higher efficacy of artemisone compared to 1 st generation artemisinin derivatives, with evidence for a novel mechanism of action.

Preclinical toxicity studies, along with successful Phase 1 and malaria Phase 2 studies supported further development of artemisone. With no preventive therapy approved for HCMV in HSCT recipients, Artemis is committed to moving artemisone forward in this indication, continually investing in research and development.

Government Regulation

Government authorities in the United States, at the federal, state and local level, and in other countries and jurisdictions, including the European Union, extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing, post-approval monitoring and reporting, and import and export of pharmaceutical products. The processes for obtaining marketing approvals in the United States and in foreign countries and jurisdictions, along with subsequent compliance with applicable statutes and regulations and other regulatory authorities, require the expenditure of substantial time and financial resources.

In the United States, the FDA approves and regulates drugs under the Federal Food, Drug, and Cosmetic Act (the “FDCA”), and implementing regulations. The failure to comply with requirements under the FDCA and other applicable laws at any time during the product development process, approval process or after approval may subject an applicant and/or sponsor to a variety of administrative or judicial sanctions, including refusal by the FDA to approve pending applications, withdrawal of an approval, imposition of a clinical hold, issuance of warning letters and other types of letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement of profits, or civil or criminal investigations and penalties brought by the FDA and the Department of Justice or other governmental entities.

An applicant seeking approval to market and distribute a new drug product in the United States must typically undertake the following:

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completion of preclinical laboratory tests, animal studies and formulation studies in compliance with the FDA's Good Laboratory Practice regulations;

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submission to the FDA of an Investigational New Drug (“IND”), which must take effect before human clinical trials may begin;

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approval by an independent institutional review board, representing each clinical site before each clinical trial may be initiated;

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performance of adequate and well-controlled human clinical trials in accordance with good clinical practices (“GCP”), to establish the safety and efficacy of the proposed drug product for each indication;

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preparation and submission to the FDA of an NDA, requesting marketing for one or more proposed indications;

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review by an FDA advisory committee, where appropriate or if applicable;

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satisfactory completion of one or more FDA inspections of the manufacturing facility or facilities at which the product, or components thereof, are produced to assess compliance with current Good Manufacturing Practices (“cGMP”), requirements and to assure that the facilities, methods and controls are adequate to preserve the product's identity, strength, quality and purity;

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satisfactory completion of FDA audits of clinical trial sites to assure compliance with GCPs and the integrity of the clinical data;

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payment of user fees and securing FDA approval of the NDA; and

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compliance with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and Mitigation Strategy and the potential requirement to conduct post-approval studies.

In addition to regulations in the United States, a manufacturer is subject to a variety of regulations in foreign jurisdictions to the extent they choose to sell any drug products in those foreign countries. Even if a manufacturer obtains FDA approval of a product, it must still obtain the requisite approvals from regulatory authorities in foreign countries prior to the commencement of clinical trials or marketing of the product in those countries. For other countries outside of the European Union, the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary.

In the European Union, marketing authorizations for medicinal products may be obtained through different procedures founded on the same basic regulatory process. The centralized procedure provides for the grant of a single marketing authorization that is valid for all EU Member States. The centralized procedure is compulsory for medicinal products produced by certain biotechnological processes, products designated as orphan medicinal products, and products with a new active substance indicated for the treatment of certain diseases. On the other hand, a decentralized procedure provides for approval by one or more other concerned EU Member States of an assessment of an application for marketing authorization conducted by one EU Member State, known as the reference EU Member State. In accordance with the mutual recognition procedure, the sponsor applies for national marketing authorization in one EU Member State. Upon receipt of this authorization the sponsor can then seek the recognition of this authorization by other EU Member States.

Employees

We currently have 4 employees and consultants. These employees oversee day-to-day operations of the Company and with the consultants, support management, engineering, manufacturing, and administration. We have no unionized employees.

We consider relations with our employees to be satisfactory.

Legal Matters

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.

Description of Property

Our principal executive office is currently located at 18 East 16th Street, Suite 307, New York, NY, however, we are in search of new executive offices. We do not currently own any properties.

RISK FACTORS

The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties may exist that could also adversely affect our business, financial condition, prospects and/or operations. If any of the following or other risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of our securities could decline.

We are a development-stage company and have a limited operating history on which to assess our business, have incurred losses since our inception, and anticipate that we will continue to incur significant losses for the foreseeable future.

We are a development-stage biopharmaceutical company with a limited operating history. To date we have not generated any revenues. It is not clear when we will generate revenues. We cannot give assurances that we will be able to generate any revenues or income in the future. There is no assurance that we will ever be profitable.

We have devoted substantially all of our financial resources to identify, acquire and license, our lead product candidate. To date, we have financed our operations primarily through the sale of equity securities. The amount of our future net losses will depend, in part, on the rate of our future expenditures and our ability to obtain funding through equity or debt financings, strategic collaborations, or grants. Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. With respect to our lead product candidate, we are in the early stages of clinical development. Even if we obtain regulatory approval to market our lead product candidate, our future revenue will depend upon the size of any markets in which our lead product candidate may receive approval, and our ability to achieve sufficient market acceptance, pricing, reimbursement from third-party payors, and adequate market share for our product candidates in those markets.

We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if and as we:

continue our research and preclinical and clinical development of our lead product candidate;

advance our programs into more expensive clinical studies;

initiate additional preclinical, clinical, or other studies for our product candidates;

change or add additional manufacturers or suppliers;

seek regulatory and marketing approvals for our product candidates that successfully complete clinical studies;

establish a sales, marketing, and distribution infrastructure to commercialize any products for which we may obtain marketing approval;

make milestone or other payments under any license agreements;

seek to maintain, protect, and expand our intellectual property portfolio;

seek to attract and retain skilled personnel;

create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts; and

experience any delays or encounter issues with any of the above, including but not limited to failed studies, complex results, safety issues, or other regulatory challenges that require longer follow-up of existing studies, additional major studies, or additional supportive studies in order to pursue marketing approval.

Further, the net losses we incur may fluctuate significantly from quarter to quarter and year to year, such that a period-to-period comparison of our results of operations may not be a good indication of our future performance.

We have had no revenues since inception, and we cannot predict when we will achieve profitability.

Artemis has not been profitable and we cannot predict when we will achieve profitability. We have experienced net losses and have had no revenues since our inception in April 2016. We do not anticipate generating significant revenues until we successfully develop, commercialize and sell our proposed products, of which we can give no assurance. We are unable to determine when we will generate significant revenues, if any, from the sale of any of such products.

We cannot predict when we will achieve profitability, if ever. Our inability to become profitable may force us to curtail or temporarily discontinue our research and development programs and our day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis. As of June 30, 2016, we had accumulated liabilities of $18,000.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We plan to rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. We will seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. We will seek to protect our confidential proprietary information, in part, by entering into confidentiality and invention or patent assignment agreements with our employees and consultants. Moreover, to the extent we enter into such agreements, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed. In general, any loss of trade secret protection or other unpatented proprietary rights could harm our business, results of operations and financial condition.

Dependence on patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to such rights may result in our payment of significant monetary damages or impact offerings in our product portfolios.

Our long-term success largely depends on our ability to market technologically competitive products. If we fail to obtain or maintain adequate intellectual property protection, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products. Also, our future patent applications may not result in issued patents, and issued patents are subject to claims concerning priority, scope and other issues.

Furthermore, to the extent we do not file applications for patents domestically or internationally, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products in other countries.

We have inadequate capital and need for additional financing to accomplish our business and strategic plans.

We have very limited funds, and such funds are not adequate to develop our current business plan. Our ultimate success may depend on our ability to raise additional capital. In the absence of additional financing or significant revenues and profits, the Company will have to approach its business plan from a much different and much more restricted direction, attempting to secure additional funding sources to fund its growth, borrowing money from lenders or elsewhere or to take other actions to attempt to provide funding. We cannot guarantee that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us.

Our likelihood of profitability depends on our ability to license and/or develop and commercialize products based on our lead product candidate, artemisone, a clinical-stage synthetic artemisinin derivative with antiviral and antiparasitic properties. Our lead product candidate is currently in the development stage. If we are unable to complete the development and commercialization of our products successfully, our likelihood of profitability will be limited severely .

We are engaged in the business of developing our lead product candidate, artemisone, a clinical-stage synthetic artemisinin derivative with antiviral and antiparasitic properties. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon successful commercialization of our lead product candidate and/or licensing of our products, which will require significant additional research and development as well as substantial clinical trials.

We will need to raise additional financing to support the research, development and manufacturing of our products but we cannot be sure we will be able to obtain additional financing on terms favorable to us when needed. If we are unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated.

It is highly likely that we will need to raise significant additional capital in the future. Our current financial resources are limited and may not be sufficient to finance our operations until we become profitable, if that ever happens. It is likely that we will need to raise additional funds in the near future in order to satisfy our working capital and capital expenditure requirements. Therefore, we are dependent on our ability to sell our securities for funds, receive grants or to otherwise raise capital. There can be no assurance that we will be able to obtain financing. Any sale of our common stock in the future will result in dilution to existing stockholders and could adversely affect the market price of our common stock. Also, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct the development and commercialization of our potential products, which could result in the loss of some or all of one's investment in our common stock.

We may not successfully maintain our existing exclusive licensing agreement with Hadasit Medical Research Services & Development Ltd. and Hong Kong University of Science and Technology R and D Corporation Limited which could adversely affect our ability to develop and commercialize our product candidates.

We rely on our existing license agreement with Hadasit Medical Research Services & Development Ltd. and Hong Kong University of Science and Technology R and D Corporation Limited with respect to the development of our lead product candidate. Our business also relies on establish new collaborative and licensing arrangements in the future. Our failure to maintain our existing license, or develop new collaborative and licensing arrangements in the future, could adversely affect our ability to develop and commercialize our product candidates and could adversely affect our business prospects, financial condition or ability to develop and commercialize our product candidates.

One of the elements of our business strategy is to license our technology to other companies. Our business strategy includes establishing collaborations and licensing agreements with one or more pharmaceutical or biotechnology companies. To date, we have entered into a license agreement with Hadasit and RDC. Notwithstanding, we may not be able to further establish or maintain such licensing and collaboration arrangements necessary to develop and commercialize our product candidates. Even if we are able to maintain or establish licensing or collaboration arrangements, these arrangements may not be on favorable terms and may contain provisions that will restrict our ability to develop, test and market our product candidates. Any failure to maintain or establish licensing or collaboration arrangements on favorable terms could adversely affect our business prospects, financial condition or ability to develop and commercialize our product candidates.

Our license agreement contains provisions that could give rise to disputes regarding the rights and obligations of the parties. These and other possible disagreements could lead to termination of the agreement or delays in collaborative research, development, supply, or commercialization of certain product candidates, or could require or result in litigation or arbitration. Moreover, disagreements could arise with our collaborators over rights to intellectual property or our rights to share in any of the future revenues of products developed by our collaborators. These kinds of disagreements could result in costly and time-consuming litigation. Any such conflicts with our collaborators could reduce our ability to obtain future collaboration agreements and could have a negative impact on our relationship with existing collaborators.

Clinical trials are very expensive, time-consuming, difficult to design and implement and involve an uncertain outcome.

Our only product candidate, artemisone, is still in development and will require extensive clinical testing before we are prepared to submit an NDA for regulatory approval. We cannot predict with any certainty if or when we might submit an NDA for regulatory approval for artemisone or whether any such NDA will be approved by the FDA. Human clinical trials are very expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements. The clinical trial process is also time-consuming. We estimate that clinical trials of artemisone will take at least several years to complete. Furthermore, failure can occur at any stage of the trials, and we could encounter problems that cause us to abandon or repeat clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials.

The commencement and completion of clinical trials may be delayed by several factors, including:

failure to obtain regulatory approval to commence a trial;

unforeseen safety issues;

determination of dosing issues;

lack of effectiveness during clinical trials;

slower than expected rates of patient recruitment or failure to recruit suitable patients to participate in a trial;

failure to manufacture sufficient quantities of a drug candidate for use in clinical trials;

inability to monitor patients adequately during or after treatment; and

inability or unwillingness of medical investigators to follow our clinical protocols.

Further, we, the FDA or an institutional review board at a clinical trial site may suspend our clinical trials at any time if it appears that we or our collaborators are failing to conduct a trial in accordance with regulatory requirements.

Even if we obtain FDA approval for artemisone in the United States, we may never obtain approval for or commercialize it in any other jurisdiction, which would limit our ability to realize its full market potential.

In order to market any products in any particular jurisdiction, we must establish and comply with numerous and varying regulatory requirements on a country-by-country basis regarding safety and efficacy. Approval by the FDA in the United States does not ensure approval by regulatory authorities in other countries or jurisdictions. In addition, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not guarantee regulatory approval in any other country. Approval processes vary among countries and can involve additional product testing and validation and additional administrative review periods. Seeking foreign regulatory approval could result in difficulties and costs for us and require additional preclinical studies or clinical trials which could be costly and time consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of our products in those countries. We do not have any product candidates approved for sale in any jurisdiction, including in international markets, and we do not have experience in obtaining regulatory approval in international markets. If we fail to comply with regulatory requirements in international markets or to obtain and maintain required approvals, or if regulatory approvals in international markets are delayed, our target market will be reduced and our ability to realize the full market potential of any product we develop will be unrealized.

Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business.

Our commercial success depends upon our ability and the ability of our collaborators to develop, manufacture, market and sell our product candidates and use our proprietary technologies without infringing the proprietary rights of third parties. We may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our products and technology, including interference proceedings before the U.S. Patent and Trademark Office. Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future. If we are found to infringe a third party's intellectual property rights, we could be required to obtain a license from such third party to continue developing and marketing our products and technology. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liable for monetary damages. A finding of infringement could prevent us from commercializing our product candidates or force us to cease some of our business operations, which could materially harm our business. We may need to seek a license for one or more of these patents. No assurances can be given that such a license will be available on commercially reasonable terms, if at all. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.

Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses, and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors are able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace.

Potential product liability claims could adversely affect our future earnings and financial condition.

We face an inherent business risk of exposure to product liability claims in the event that the use of our products results in adverse effects. We may not be able to maintain adequate levels of insurance for these liabilities at reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured claims would add to our future operating expenses and adversely affect our financial condition.

We may not be able to continue as a going concern.

We had accumulated liabilities of $18,000 at June 30, 2016. These factors raise substantial doubt in the minds of our auditors about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. If the Company cannot continue as a going concern, its stockholders may lose their entire investment.

We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire additional qualified personnel, we may not be able to grow effectively.

Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Our continued ability to compete effectively depends on our ability to retain and motivate existing employees. Due to our reliance upon skilled laborers, the failure to attract, integrate, motivate, and retain current and/or additional key employees could have a material adverse effect on our business, operating results and financial condition. We do not maintain key person life insurance for any of our employees.

If we fail to manage growth or to prepare for product scalability effectively, it could have an adverse effect on our employee efficiency, product quality, working capital levels and results of operations .

Any significant growth in the market for our products or our entry into new markets may require an expansion of our employee base for managerial, operational, financial, and other purposes. As of August 23, 2016, we had 4 full time employees outside of our management team. During any period of growth, we may face problems related to our operational and financial systems and controls, including quality control and delivery and service capacities. We would also need to continue to expand, train and manage our employee base. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees.

Aside from increased difficulties in the management of human resources, we may also encounter working capital issues, as we will need increased liquidity to finance the development of new products, and the hiring of additional employees. For effective growth management, we will be required to continue improving our operations, management, and financial systems and controls. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on our profitability. We cannot assure investors that we will be able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.

Our management team may not be able to successfully implement our business strategies.

If our management team is unable to execute on its business strategies, then our development, including the establishment of revenues and our sales and marketing activities would be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

If we are unable to retain key executives and other key affiliates, our growth could be significantly inhibited and our business harmed with a material adverse effect on our business, financial condition and results of operations.

Our success is, to a certain extent, attributable to the management, sales and marketing, and operational and technical expertise of certain key personnel. Prof. Dana Wolf, our Chief Scientific Officer, performs key functions in the operation of our business. The loss of Prof. Wolf could have a material adverse effect upon our business, financial condition, and results of operations. If we lose the services of any senior management, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely disrupt our business and prospects.

Risks Related To The Securities Markets And Investments In Our Common Stock

Our Executive Officers and certain stockholders possess the majority of our voting power, and through this ownership, control our Company and our corporate actions.

Our current executive officers and certain large shareholders of the Company hold approximately 45.78% of the voting power of our outstanding shares immediately after the Merger (exclusive of the shares of common stock issuable following conversion of our Series B Preferred Stock). These officers have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. As such, our executive officers have the power to prevent or cause a change in control; therefore, without their consent we could be prevented from entering into transactions that could be beneficial to us. The interests of our executive officers may give rise to a conflict of interest with the Company and the Company’s shareholders. For additional details concerning voting power please refer to the section below entitled “Description of Securities.”

There is a substantial lack of liquidity of our common stock and volatility risks.

Our common stock is traded on the over-the-counter market with quotations published on the OTC Pink Current Information tier of the OTC Bulletin Board (the “OTCBB”), under the symbol “INKS”. The trading volume of our common stock historically has been limited and sporadic, and the stock prices have been volatile. As a result of the limited and sporadic trading activity, the quoted price for our common stock on the over-the-counter market is not necessarily a reliable indicator of its fair market value. The price at which our common stock will trade in the future may be highly volatile and may fluctuate as a result of a number of factors, including, without limitation, any potential business combination that we announce, as well as the number of shares available for sale in the market.

The trading volume of our common stock may be limited and sporadic. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our common stock on the OTCBB may not necessarily be a reliable indicator of our fair market value. In addition, if our shares of common stock cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the market value of, our common stock and as a result, the market value of our common stock likely would decline.

The market price for our stock may be volatile and subject to fluctuations in response to factors, including the following:

The increased concentration of the ownership of our shares by a limited number of affiliated stockholders following the Merger may limit interest in our securities;

variations in quarterly operating results from the expectations of securities analysts or investors;

revisions in securities analysts’ estimates or reductions in security analysts’ coverage;

announcements of new products or services by us or our competitors;

reductions in the market share of our products;

announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

general technological, market or economic trends;

investor perception of our industry or prospects;

insider selling or buying;

investors entering into short sale contracts;

regulatory developments affecting our industry; and

additions or departures of key personnel.

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Because we became public by means of a “reverse merger,” we may not be able to attract the attention of major brokerage firms.

There may be risks associated with us becoming public through a “reverse merger.” Securities analysts of major brokerage firms and securities institutions may not provide coverage of us because there were no broker-dealers who sold our stock in a public offering that would be incentivized to follow or recommend the purchase of our common stock. The absence of such research coverage could limit investor interest in our common stock, resulting in decreased liquidity. No assurance can be given that established brokerage firms will, in the future, want to cover our securities or conduct any secondary offerings or other financings on our behalf.

Our common stock may never be listed on a major stock exchange.

While we may seek the listing of our common stock on a national or other securities exchange at some time in the future, we currently do not satisfy the initial listing standards and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid, and our common stock price may be subject to increased volatility.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

changes in our industry;

our ability to obtain working capital financing;

additions or departures of key personnel;

limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

sales of our common stock;

our ability to execute our business plan;

operating results that fall below expectations;

loss of any strategic relationship;

regulatory developments;

economic and other external factors; and

period-to-period fluctuations in our financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock is subject to price volatility unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting the Company’s competitors or the Company itself. In addition, the OTCBB is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

A decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

A portion of the outstanding shares of Common Stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTCBB). A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

The securities issued in connection with the Merger are restricted securities and may not be transferred in the absence of registration or the availability of a resale exemption.

The shares of common stock being issued in connection with the Merger are being issued in reliance on an exemption from the registration requirements under Section 3(a)(9) of the Securities Act. Consequently, these securities will be subject to restrictions on transfer under the Securities Act and may not be transferred in the absence of registration or the availability of a resale exemption. In particular, in the absence of registration, such securities cannot be resold to the public until certain requirements under Rule 144 promulgated under the Securities Act have been satisfied, including certain holding period requirements. As a result, a purchaser who receives any such securities issued in connection with the Merger may be unable to sell such securities at the time or at the price or upon such other terms and conditions as the purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the absence of such limitations and restrictions.

We do not plan to declare or pay any dividends to our stockholders in the near future.

We have not declared any dividends in the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

The requirements of being a public company may strain our resources and distract management.

As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

We may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.

“Penny Stock” rules may make buying or selling our common stock difficult.

Trading in our common stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.

POST-MERGER BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK

The following table provides information, immediately after the Merger, regarding beneficial ownership of our common stock by: (i) each person known to us who beneficially owns more than five percent of our common stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all of our directors and executive officers as a group.

The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Shareholder (1)	Beneficial Ownership		Percent of Class (2)
Israel Alfassi (3)		1,500,000		2.15	%
Chanan Morris		0		0	%
Gadi Peleg		3,477,778		4.99	%
Dana Wolf (4)		208,334		*	%
Officers and Directors as a group (4 persons)		5,186,112		7.45	%
Other 5% Holders
Tonak Ltd. (5)		17,047,500		24.49	%
ICTS International N.V. and affiliates (6)		9,915,555		14.24	%

* less than 1%

	(1)	The address for all officers and directors is 18 East 16th Street, Suite 307, New York, NY.
	(2)	Based upon 69,589,684 shares of common stock outstanding as of August 23, 2016.

	(3)	Does not include 153.72 shares of Series B Preferred Stock exercisable into 11,172,976 shares of common stock.

	(4)	Represents shares underlying stock options issued to Dr. Wolf on August 23, 2016. Does not include 21.35 shares of Series B Preferred Stock exercisable into 1,559,601 shares of common stock.

	(5)	Consists of 17,047,500 shares of common stock beneficially owned by Tonak Ltd. Mr. Nadav Kidron is the natural person with voting and dispositive power over our securities held by Tonak Ltd. Does not include 1,747.03 shares of Series B Preferred Stock exercisable into 126,980,868 shares of common stock.

(6)

Includes 544,118 shares of common stock beneficially owned by ICTS-USA, Inc., a wholly owned subsidiary of ICTS International, N.V.; 3,075,676 shares of common stock beneficially owned by ICTS Information Systems, B.V., a wholly owned subsidiary of ICTS International, N.V.; and 6,295,761 shares of common stock owned by ICTS International N.V. ICTS-USA, Inc.’s, ICTS Information Systems, B.V.’s and ICTS International N.V.’s address is, Walaardt, Screstraat 425-2, 1117 BM Schiphol Oost, Netherlands. This information is based solely on information provided by the Company’s Transfer Agent, Pacific Stock Transfer Company as of August 23, 2016.

MANAGEMENT

Name	Age	Position
Chanan Morris	50	Chief Financial Officer
Dana Wolf	59	Chief Scientific Officer
Israel Alfassi	48	Director
Gadi Peleg	41	Director

Dana Wolf was appointed as Chief Scientific Officer in August 2016 in conjunction with the closing of the Merger. From 2001 until the present, Prof. Wolf has served as the Head of Clinical Virology, and from 1996 until the present has served as a Senior physician for infectious diseases, at the Hadassah University Hospital in Jerusalem, Israel, where she had previously completed her Internal Medicine residency and her clinical fellowship in Infectious Diseases. Prof. Wolf has also served as the Director of National influenza center in Israel from 2002 until the present, as well as served on the National Advisory Committee on Immunization practices and Infectious Diseases from 2005 until the present. In addition, Prof. Wolf has been a member of the National Epidemics Preparedness Team from 2009 to the present and from 2008 to 2013 served on the National Laboratory Advisory Committee. In 2014, Prof. Wolf was the recipient of the Landau Prize for the Science and Performing Arts in the field of virology. Prof. Wolf holds an M.D from the Hadassah Hebrew University Medical School.

Chanan Morris was appointed as Chief Financial Officer in September 2014. Since October 2011, Mr. Morris has also served as the Vice President of Finance at Mango DSP Ltd., which provides intelligent video solutions using video encoding appliances and intelligent video analytics. He also provides CFO and business services to public companies and start-up companies. Prior to joining Mango, Mr. Morris served as the Vice President of Finance at Power Paper Ltd. Mr. Morris holds a B.A. in Accounting from Northeastern Illinois University.

Israel Alfassi was appointed as a Director in August 2016 in conjunction with the closing of the Merger. From 2007 to 2009, Mr. Alfassi served as a Director and Vice President of Products and Business Development for DVTel, later acquired by Flir Systems, Inc. (NASDAQ: FLIR), which provides video surveillance HW & SW solutions. During 2012 he served as the Vice President of Products, and from 2010 to 2011 as Director of Product management and Marketing, for 3i-Mind, a company which primarily provides advanced security solutions & services for governments. Since 2009, Mr. Alfassi has also served in various entrepreneurial roles as the co-founder of TraceTech Security, an Israeli company focused on explosive and drug trace detection products, the Chief Executive Officer of LoginWall, a cyber security company, the Vice President Products of Kaymera, a leading cyber security provider of secured mobile communication solutions and as a founder of AlgoCrowd Trading, a crowd wisdom based Algotrading Company.

Gadi Peleg was appointed as a director in August 2008. Since May 2003, Mr. Peleg has been the president of Cape Investment Advisors, Inc., a private investment firm. Mr. Peleg also serves on the Board of Directors of Atelier 4, Inc., a logistics firm specializing in the care and transport of fine art and antiquities, which he joined in November 2005. Mr. Peleg received his B.S. from Columbia School of Engineering and Applied Science in 1997, and completed the Owner/President Management Program of Harvard Business School in 2008. Mr. Peleg’s diverse investment and managerial experience make him suitable to serve as a director of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were filed on a timely basis.

Code of Ethics

We have adopted a code of conduct and ethics that applies to all of our employees, including our Principal Executive Officer and Chief Financial Officer. The text of the code of conduct and ethics is available at no charge upon request. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be included in a Current Report on Form 8-K within four business days following the date of any such amendment or waiver.

CORPORATE GOVERNANCE

Audit Committee. In 2014 the Audit Committee was disbanded. Currently, the Board of Directors recommends to retain or terminate the services of our independent accountants, reviews annual financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. We do not currently have any audit committee financial expert on our Board of Directors.

Compensation Committee. In 2014 the Compensation Committee was disbanded. The Board of Directors has not established a compensation committee primarily because the current composition and size of the Board of Directors permits candid and open discussion regarding compensation of the Company’s executive officers and administration of plans of the Company under which Company securities may be acquired by directors, executive officers, employees and consultants.

Nominating Committee. We do not have a standing nominating committee. The Board of Directors has not established a nominating committee primarily because the current composition and size of the Board of Directors permits candid and open discussion regarding potential new members of the Board of Directors. The entire Board of Directors currently operates as the nominating committee for us. There is no formal process or policy that governs the manner in which we identify potential candidates for the Board of Directors. Historically, however, the Board of Directors has considered several factors in evaluating candidates for nomination to the Board of Directors, including the candidate’s knowledge of the company and its business, the candidate’s business experience and credentials, and whether the candidate would represent the interests of all the company’s stockholders as opposed to a specific group of stockholders. We do not have a formal policy with respect to our consideration of Board of Directors nominees recommended by our stockholders. However, the Board of Directors will consider candidates recommended by stockholders on a case-by-case basis. A stockholder who desires to recommend a candidate for nomination to the Board of Directors should do so by writing to us at 18 East 16th Street, Suite 307, New York, NY 10003, Attn: Chairman of the Board.

Summary Compensation of Executive Officers

The following table sets forth all of the compensation awarded to, earned by or paid to (i) each individual serving as Artemis’ principal executive officer during the last completed fiscal years ending December 31, 2015 and 2014; (ii) each other individual that served as an executive officer of the Company at the conclusion of the fiscal year ended December 31, 2015 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year.

Summary Compensation of Executive Officers

Name and Principal Position	Year	Salary		Bonus		Equity Awards		Option Awards		All Other Compensation		Total
Chanan Morris	2015		-		-		-		-		-		-
Chief Financial Officer	2014		-		-		-		-		-		-

Dana Wolf	2015		-		-		-		-		-		-
Chief Scientific Officer	2014		-		-		-		-		-		-

Outstanding Equity Awards at Fiscal Year-End

The Company had no unexercised option and non-vested stock award held by any of the Company’s named executive officers as of December 31, 2015.

Compensation of Directors

The Company did not pay any fees to their respective directors for attendance at meetings of the board; however, the Company may adopt a policy of making such payments in the future. The Company may reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

Director Independence

As our common stock is currently traded on the OTCBB, we are not subject to the rules of any national securities exchange which require that a majority of a listed Company’s directors and specified committees of the Board of Directors meet independence standards prescribed by such rules. Nonetheless, none of the directors currently serving on the Board of Directors is an independent director within the meaning of NASDAQ Rule 5605(a)(2).

DESCRIPTION OF SECURITIES

General

The Company’s authorized capital stock consists of 85,000,000 shares of capital stock, par value $0.01 per share, of which 75,000,000 shares are common stock, par value $0.01 per share and 10,000,000 shares are “blank check” preferred stock, par value $0.01 per share. After the closing of the Merger, the Company had 69,589,684 shares of common stock issued and outstanding held by approximately 77 shareholders of record, excluding an unknown amount of shareholders holding their ownership in street name.

Common Stock

Holders of Company’s common stock are entitled to one vote per share on each matter submitted to vote at a meeting of Company’s stockholders. Holders of common stock do not have cumulative voting rights. Stockholders do not have any preemptive rights or other similar rights to acquire additional shares of Company’s common stock or other securities. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share of common stock entitles its holder to participate ratably in all remaining assets of the Company that are available for distribution to stockholders after providing for each class of stock, if any, having preference over the common stock.

Preferred Stock

The Company’s Amended Certificate of Incorporation authorizes the issuance of 10,000,000 shares of “Blank Check” Preferred Stock, par value $0.01 per share, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company’s board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. There are 1,000 shares of Series A Preferred Stock authorized and 453 of such shares outstanding held by 1 shareholder and 5,000 shares of Series B Preferred Stock authorized and 2,562 of such shares outstanding held by approximately 8 shareholders.

Series A Preferred Stock

In conjunction with the closing of the Merger, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware to amend its articles of incorporation. The Series A Certificate of Designations sets forth the rights, preferences and privileges of the Series A Preferred Stock. As provided in the Company’s articles of incorporation. The following is a summary of the rights, privileges and preferences of the Series A Preferred Stock:

Number of Shares . The number of shares of Preferred Stock designated as Series A Preferred Stock will be 1,000.

Conversion: The Series A Preferred Stock shall be convertible at the option of the holder, into common stock by dividing the Stated Value by the Conversion Price. The Stated Price of the Series A Preferred Stock is $1,000 and the Conversion price of the Series A Preferred Stock is $0.0137584106195998, each subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Series A Certificate of Designations.

Dividends: The Series A Preferred Stock is not entitled to receive any special dividend but shall be entitled to receive dividends as and when paid to the holders of common stock of the Company on an as-converted basis.

Voting Rights: Except as otherwise provided in the Series A Certificate of Designation or as otherwise required by law, the Series A Preferred Stock shall have no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Series A Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (c) increase the number of authorized shares of Series A Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Series B Preferred Stock

In conjunction with the closing of the Merger, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware to amend its articles of incorporation. The Series B Certificate of Designations sets forth the rights, preferences and privileges of the Series B Preferred Stock. As provided in the Company’s articles of incorporation. The following is a summary of the rights, privileges and preferences of the Series B Preferred Stock:

Number of Shares . The number of shares of Preferred Stock designated as Series B Preferred Stock will be 5,000.

Conversion: The Series B Preferred Stock will automatically convert into shares of common stock determined by dividing the Stated Value of such share of Series B Preferred Stock by the Conversion Price automatically on the date of the Company’s implementation of the Approval (such date, the “Conversion Date”). The Stated Price of the Series B Preferred Stock is $1,000 and the Conversion price of the Series B Preferred Stock is $0.0137584106195998, each subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Series B Certificate of Designations.

Dividends: The Series B Preferred Stock is not entitled to receive any special dividend but shall be entitled to receive dividends as and when paid to the holders of common stock of the Company on an as-converted basis.

Voting Rights: Except as otherwise provided in the Series B Certificate of Designation or as otherwise required by law, the Series B Preferred Stock shall have no voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Series B Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (c) increase the number of authorized shares of Series B Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER

PURCHASES OF EQUITY SECURITIES

The following table sets forth, for the fiscal periods indicated, the high and low bid prices of a share of our common stock as reported by the OTCBB under the symbol “INKS” for the periods indicated. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	HIGH		LOW
FISCAL YEAR 2014
1st Quarter	$	0.03	$	0.02
2nd Quarter	$	0.05	$	0.03
3rd Quarter	$	0.04	$	0.02
4th Quarter	$	0.03	$	0.01

FISCAL YEAR 2015
1st Quarter	$	0.02	$	0.01
2nd Quarter	$	0.02	$	0.01
3rd Quarter	$	0.01	$	0.01
4th Quarter	$	0.01	$	0.01

FISCAL YEAR 2016
1st Quarter	$	0.01	$	0.01
2nd Quarter	$	0.01	$	0.01
3rd Quarter (through August 26, 2016)	$	0.02	$	0.01
4th Quarter (through October 13, 2016)	$	0.03	$	0.02

As of August 23, 2016, there were approximately 77 holders of record of our common stock.

We have not paid dividends on our common stock since inception and we do not intend to pay any dividends to our stockholders in the foreseeable future. We currently intend to retain earnings, since the Company has no current business or development projects. The declaration of dividends in the future will be at the election of our Board of Directors and will depend upon our earnings, capital requirements, financial position, general economic conditions, and other factors the Board of Directors deem relevant.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Company’s Certificate of Incorporation and By-laws provide, to the fullest extent permitted by Delaware law, that the officers and directors of the Company who was or is a party to or is threatened to be made a party to, any threatened, or pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of fact that he/she is or was acting as the incorporator, officer, director or nominee officer/director or was serving in any capacity at any time. Furthermore, it is the responsibility of the Company to pay for all legal expenses that may occur on behalf of the party who may come under any such type of action.

Delaware General Corporate Law (“GCL”) Section 145 provides the Company with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe his/her conduct was unlawful.

Under GCL Section 145, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.

Pursuant to the Company’s Certificate of Incorporation and By-laws, we may indemnify an officer or director who is made a party to any proceeding, because of his position as such, to the fullest extent authorized by GCL, as the same exists or may hereafter be amended. In certain cases, we may advance expenses incurred in defending any such proceeding.

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

Anti-Takeover Effect of Delaware Law, Certain Charter and Bylaw Provisions

Our certificate of incorporation and bylaws contain provisions that could have the effect of discouraging potential acquisition proposals or tender offers or delaying or preventing a change of control of our company. These provisions are as follows:

they provide that special meetings of stockholders may be called only by the Board of Directors, Chief Executive Officer, President or our Chairman of the Board of Directors, or at the request, in writing, by stockholders of record owning at least sixty-six and two-thirds (66 2/3%) percent of the issued and outstanding voting shares of common stock;

they do not include a provision for cumulative voting in the election of directors. Under cumulative voting, a minority stockholder holding a sufficient number of shares may be able to ensure the election of one or more directors. The absence of cumulative voting may have the effect of limiting the ability of minority stockholders to effect changes in our Board of Directors; and

they allow us to issue, without stockholder approval, up to 10,000,000 shares of preferred stock that could adversely affect the rights and powers of the holders of our common stock.

We are subject to the provisions of Section 203 of the GCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in the following prescribed manner:

prior to the time of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and

on or subsequent to the time of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, for purposes of Section 203, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s outstanding voting securities.

Item 2.02. Results of Operations and Financial Condition.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“ MD&A ”) covers information pertaining to the Company up to June 30, 2016 and should be read in conjunction with the audited financial statements and related notes of the Company as of and for the period ended June 30, 2016. Except as otherwise noted, the financial information contained in this MD&A and in the financial statements has been prepared in accordance with accounting principles generally accepted in the United States of America. All amounts are expressed in U.S. dollars unless otherwise noted.

OVERVIEW

On May 31, 2015, Artemis entered into the License Agreement with Hadasit and RDC, pursuant to which Artemis acquired a worldwide, royalty-bearing license to make any and all use of certain patents and know-how owned by the Hadsit and RDC relating to artemisone. Artemis will rely primarily on the License Agreement with respect to the development of artemisone, its lead product candidate.

To date, we have not generated revenue from the sale of our lead product candidate and do not anticipate generating any revenue for an extended period of time. Our financing activities are described below under “Liquidity and Capital Resources.”

THREE MONTHS ENDED JUNE 30, 2016

REVENUES. The Company has no revenue-producing operations.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS. As of June 30, 2016, the Company has no contractual commitments.

LIQUIDITY AND CAPITAL RESOURCES. We have incurred losses of $18,000 since our inception in April 2016. Losses are anticipated in the foreseeable future.

We do not have any material capital commitments for capital expenditures as of June 30, 2016.

As of June 30, 2016, we had a zero cash balance. We had negative cash flows from operating activities of $18,000 in the three months ended June 30, 2016. The negative cash flows from operating activities in the three months ended June 30, 2016 are attributable mainly to an increase in general and administrative costs of $18,000.

Liquidity and Capital Resources

We have incurred net operating losses since inception, continuing through June 30, 2016. At June 30, 2016, we had a zero cash balance. We believe our existing available cash is insufficient to enable the Company to meet the working capital requirements for the near future. Consequently, we will be required to raise capital to complete the development and commercialization of our lead product candidate. However, there can be no assurance that we will be able to raise additional capital on terms acceptable to us, or at all. We will incur increased costs as a result of being a public company, which could affect our profitability and operating results.

Upon effectiveness of the Merger, we will be obligated to file annual, quarterly and current reports with the SEC pursuant to the Exchange Act. In addition, Sarbanes-Oxley and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming and costly.

Management has determined that additional capital will be required and will likely be in the form of equity or debt securities. In addition, if we cannot raise additional short term capital we will be forced to continue to further accrue liabilities due to our limited cash reserves. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3.02. Unregistered Sales of Equity Securities

As disclosed in Item 2.01, in connection with the Merger, the Company issued an aggregate of 23,000,000 shares of common stock and 2,562 Series B Preferred Stock such that each outstanding share of Artemis common stock was exchanged for the right to receive 2,500 shares of the Company’s common stock and 0.2562 shares of the Company’s Series B Preferred Stock (each share which shall be convertible into 72,682.814 shares of the Company’s common stock).

In addition, as disclosed in item 2.01, in conjunction with the closing of the Merger, on August 23, 2016, the Company closed on a private placement relating to the Securities Purchase Agreement with an investor with respect to the sale of an aggregate of $500,000 of the Company’s common stock and Series A Preferred Stock (each share is convertible into 72,682.814 shares of the Company’s common stock). The Securities Purchase Agreement provides that the Company will obtain shareholder approval within 90 days of the date thereof to increase its authorized capital or conduct a reverse stock split such that the Company will have reserved for issuance at least 200% of the number of shares issuable upon conversion of all of the Series A Preferred Stock or be subject to liquidated damages. Company’s management and its largest shareholder have provided the Company with their irrevocable consent to the Approval. The Securities Purchase Agreement also provides the investor with a 24-month (i) right to participate in future financings, (ii) right to purchase up to 100% of its investment at 120% of the per share purchase price, (iii) right to be issued additional securities in connection with any subsequent dilutive issuance by the Company; and (iv) right to piggyback or demand registration rights.

With respect to the Merger Shares, the Company relied on the exemption from federal registration under Section 3(a)(9) of the Securities Act. With respect to the Series A Preferred Stock issued and sold pursuant to the Securities Purchase Agreement, the Company relied on the exemption from federal registration under Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder, as the issuance of such securities did not involve a public offering, and there was 1 accredited investor that purchased such securities.

Item 5.01. Changes in Control of Registrant

The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers

The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As disclosed in Item 2.01, in conjunction with the closing of the Merger, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware to amend its articles of incorporation. The Series A Certificate of Designations sets forth the rights, preferences and privileges of the Series A Preferred Stock. As provided in the Company’s articles of incorporation. The following is a summary of the rights, privileges and preferences of the Series A Preferred Stock:

Number of Shares . The number of shares of Preferred Stock designated as Series A Preferred Stock will be 1,000.

As disclosed in Item 2.01, in conjunction with the closing of the Merger, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware to amend its articles of incorporation. The Series B Certificate of Designations sets forth the rights, preferences and privileges of the Series B Preferred Stock. As provided in the Company’s articles of incorporation. The following is a summary of the rights, privileges and preferences of the Series B Preferred Stock:

Number of Shares . The number of shares of Preferred Stock designated as Series B Preferred Stock will be 5,000.

Item 5.06. Change in Shell Company Status

Following the consummation of the Merger described in Item 1.01 and Item 2.01 of this Current Report on Form 8-K, the Company believes that it is not a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

4.1	Dr. Wolf Stock Option Agreement, dated August 23, 2016.

4.2	Hadasit Medical Research Services & Development Ltd. Option Agreement, dated August 23, 2016.

4.3	Certificate of Designation of Series B Convertible Preferred Stock (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 29, 2016).

4.4	Certificate of Designation of Series A Convertible Preferred Stock (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 29, 2016).

10.1	License Agreement by and between Artemis Therapeutics, Inc., Hadasit Medical Research Services & Development Ltd. and Hong Kong University of Science and Technology R and D Corporation Limited, dated May 31, 2016.^

10.2	Amendment No. 1 to License Agreement by and between Artemis Therapeutics, Inc., Hadasit Medical Research Services & Development Ltd. and Hong Kong University of Science and Technology R and D Corporation Limited, dated August 22, 2016.

10.3	Consulting Agreement by and between Artemis Therapeutics, Inc., Hadasit Medical Research Services & Development Ltd. and Dr. Dana Wolf, dated August 23, 2016.

10.4	Agreement and Plan of Merger, dated August 2, 2016 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 2, 2016).

10.5	Securities Purchase Agreement, dated August 2, 2016 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 29, 2016).

99.1	Pro forma unaudited combined financial statements (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 29, 2016).
^	Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW YORK GLOBAL INNOVATIONS INC.
Dated: October 18, 2016
	By:	/s/ Chanan Morris
		Name: Chanan Morris
		Title: Chief Financial Officer

ARTEMIS THERAPEUTICS INC

FINANCIAL STATEMENTS

AS OF JUNE 30, 2016

U.S. DOLLARS IN THOUSANDS

INDEX

	PAGE

Report of Independent Registered Accounting Firm	F - 2

Financial Statements:

Balance Sheets	F - 3

Statements of Operations	F - 4

Statements of Changes in Stockholders’ Deficiency	F - 5

Statements of Cash Flows	F - 6

Notes to Financial Statements	F - 7 - F - 11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

ARTEMIS THERAPEUTICS INC.

We have audited the accompanying balance sheets of ARTEMIS THERAPEUTICS INC. (“the Company”) as of June 30, 2016 and the related statements of operations, shareholders’ deficiency and cash flows for the period from April 19, 2016 (inception) to June 30, 2016. These financial statements are the responsibility of the Company's Board of Directors and management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2016, and the results of their operations and cash flows for the period from April 19, 2016 (inception) to June 30, 2016 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. To-date, the Company has not generated revenue and does not anticipate generating revenue for an extended period of time. These conditions result in substantial doubts about the Company's ability to continue as a going concern. Management's plans concerning these matters are described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of' these uncertainties.

/s/ Brightman Almagor Zohar & Co.

Brightman Almagor Zohar & Co.

Certified Public Accountants

A Member of Deloitte Touche Tohmatsu Limited

Tel Aviv, Israel

October 9, 2016

F - 2

ARTEMIS THERAPEUTICS INC .

Balance Sheet

(USD in thousands, except share data)

		As of June 30,
	Note	2016

ASSETS

Current assets
Cash and cash equivalents			-
Total current assets			-

TOTAL ASSETS			-

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accrued expenses and other payables			18
Total current liabilities			18

Commitments and Contingencies	3		-

Total Liabilities			-

Shareholders' deficiency
Ordinary shares, $0.01 par value; Authorized 10,000 shares; Issued and outstanding: 8,676 shares as of June 30, 2016			(*	)
Accumulated deficit			(18	)
Total shareholders' deficiency			(18	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			-

(*) Represents an amount lower than 1,000 USD

The accompanying notes are an integral part of the financial statements.

F - 3

ARTEMIS THERAPEUTICS INC .

Statement of Operation

(USD in thousands, except per share data)

	For the period from April 19, 2016 to June 30, 2016

Research and development expenses		-

General and administrative		18

Operating loss		18

Net loss		18

Loss per share:
Basic and diluted net loss per share		(2.07	)

Weighted average number of common stocks used in calculation of net loss per share:
Basic and diluted		8,676

The accompanying notes are an integral part of the financial statements.

F - 4

ARTEMIS THERAPEUTICS INC .

Statements of changes of shareholder's equity (deficiency)

(USD in thousands, except share data)

	Common stocks					Additional paid in Capital		Accumulated Deficit			Total shareholders Equity (deficiency)
	Number of stock		USD			Additional paid in Capital		Accumulated Deficit			Total shareholders Equity (deficiency)

Establishment of the company April 2016		8,678		(*	)		-		-			(*	)

Net Loss		-		-			-		(18	)		(18	)

BALANCE AS OF JUNE 30, 2016		8,678		(*	)
BALANCE AS OF JUNE 30, 2016		8,678		(*	)		-		(18	)		(18	)

(*) Represents an amount lower than 1,000 USD

The accompanying notes are an integral part of the financial statements

F - 5

ARTEMIS THERAPEUTICS INC .

Statements of Cash Flows

(USD in thousands)

	For the period from April 19, 2016 to June 30, 2016

Net cash used in operating activities
Net Loss		(18	)
Increase in accrued expenses and other payables		18

Net cash used in operating activities		-

Cash Flows from Investing Activities		-

Cash flows from Financing Activities		-

Increase (decrease) in cash and cash equivalents		-
Cash and cash equivalents at the beginning of the period		-

Cash and cash equivalents at the end of the period		-

The accompanying notes are an integral part of the financial statements

F - 6

ARTEMIS THERAPEUTICS INC .

Notes to the financial statement

NOTE 1 - GENERAL

Artemis Therapeutics Inc. (the "Company") was incorporated in the State of Delaware on April 19, 2016. The Company is engaged in the development of agents for the prevention and treatment of severe and potentially life-threatening infectious diseases. The company's lead product candidate, Artemisone, which is based on technology licensed by the Company from Hadasit and RDC, is a clinical-stage synthetic artemisinin derivative with antiviral and antiparasitic properties. Artemis expects to advance Artemisone initially as an antiviral agent to address unmet clinical needs in the growing population of immunocompromised patients infected with human cytomegalovirus (HCMV), and other related clinical indications.

On May 31, 2016, the Company entered into a license agreement with Hadasit and RDC, pursuant to which Artemis acquired a worldwide, royalty-bearing license to make any and all use of certain patents and know-how owned by the Hadsit and RDC relating to Artemisone. Artemis relies primarily on the license agreement with respect to the development of Artemisone, its lead product candidate.

To date the Company has not generated any revenues from its activities and has incurred substantial operating losses. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through additional raises of capital. Such conditions raise substantial doubts about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.

NOTE 2

- SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America ("US GAAP").

Use of estimates in the preparation of financial statements:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates.

Cash and cash equivalents

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired.

Fair value of financial instruments:

The carrying values of cash and cash equivalents and other accounts payable approximate their fair value due to the short-term maturity of these instruments.

F - 7

ARTEMIS THERAPEUTICS INC .

Notes to the financial statement

NOTE 2

- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Financial statement in U.S. dollars:

The functional currency of the Company is the U.S dollar ("dollar") since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future.

Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of ASC 830-10, "Foreign Currency Translation".

All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate.

Basic and diluted net loss per share:

Basic loss per share is computed by dividing the net loss applicable to holders of Ordinary Shares by the weighted average number of shares of Ordinary Shares outstanding during the period.

Diluted loss per share is computed by dividing the net loss applicable to holders of Ordinary Shares by the weighted average number of Ordinary Shares outstanding plus the number of additional Ordinary Shares that would have been outstanding if all potentially dilutive Ordinary Shares had been issued, using the treasury stock method, in accordance with ASC 260-10 "Earnings per Share".

The Company has no potentially dilutive ordinary shares as of June 30 2016 and during the period then ended.

Research and development expenses, net:

Research and development expenses are charged to the statement of operations as incurred.

Income Tax

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This topic prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities. As such, deferred taxes are computed based on the tax rates anticipated (under applicable law as of the balance sheet date) to be in effect when the deferred taxes are expected to be paid or realized.

F - 8

ARTEMIS THERAPEUTICS INC .

Notes to the financial statement

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Recent Accounting Standards:

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of the promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for us beginning in the first quarter of 2018; early adoption is prohibited. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. As the Company has not incurred revenues to date, it is unable to determine the expected impact the new standard will have on its consolidated financial statements.

In February 2016, the FASB issued a new lease accounting standard requiring the recognition of lease assets and liabilities on the balance sheet. This standard is effective beginning in the first quarter of 2019; early adoption is permitted. The Company has not yet determined the impact of the new standard on its consolidated financial statements.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

Agreement with Hadasit and RDC

On May 31, 2016, Artemis entered into the License Agreement with Hadasit and RDC, pursuant to which Artemis acquired a worldwide, royalty-bearing license to make any and all use of certain patents and know-how owned by the Hadsit and RDC relating to Artemisone. Artemis will rely primarily on the License Agreement with respect to the development of Artemisone, its lead product candidate.

F - 9

ARTEMIS THERAPEUTICS INC .

Notes to the financial statement

NOTE 4 - INCOME TAX

Tax rates applicable to the income

The Company is subject to a blended US tax rate (Federal as well as State Corporate Tax) of 35% in 2016.

Deferred income taxes

As the entity is still in its development stage and has not yet generated revenues, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts.

	As of June 30, 2016

Deferred tax assets :
Deferred taxes due to carryforward losses		6

Valuation allowance		(6	)

Net deferred tax asset		-

The Company has no uncertain tax positions and foreign sources of income.

NOTE 5 - STOCK CAPITAL

Stockholder ' s Right:

The ordinary shares confer upon the holders the right to receive notice to participate and vote in general meetings of shareholders of the Company, the right to receive dividends, if declared, and the right to participate in a distribution of the surplus of assets upon liquidation of the Company.

F - 10

ARTEMIS THERAPEUTICS INC .

Notes to the financial statement

NOTE 6 - SUBSEQUENT EVENTS

On August 2, 2016 the Company entered into an agreement and plan of merger with New York Global Innovations Inc., a Delaware corporation, and Artemis Acquisition Corp., a wholly-owned subsidiary of New York Global Innovations Inc., pursuant to which the Company will merge with and into Artemis Acquisition Corp., with the Company being the surviving entity.

Pursuant to the terms of the Merger Agreement, all outstanding shares of the Company's common stock will be exchanged for the right to receive shares of New York Global Innovations Inc. such that the Company's stockholders will own an equivalent of approximately 73% of New York Global Innovations Inc.'s common stock on a fully diluted basis. After giving effect to the Merger, the Company will become a wholly owned subsidiary of New York Global Innovations Inc.

Consummation of the merger is conditioned upon certain covenants and closing conditions as further provided in the merger agreement.

On July 14, 2016 and prior to consummation of the merger the Company issued 524 ordinary shares for an aggregate purchase price of $127.

F - 11

**Confidential portions have been omitted pursuant to a request for confidential

treatment and have been filed separately with the Securities and Exchange

Commission (the “Commission”)**

LICENSE AGREEMENT

This License Agreement (this “ Agreement ”) is entered into on May 31, 2016, by and between Hadasit Medical Research Services & Development, Ltd. of Jerusalem Bio Park, Hadassah Ein-Kerem Medical Center, P.O.B. 12000, Jerusalem 91120 (" Hadasit "), Hong Kong University of Science and Technology R and D Corporation Limited (" RDC ", and collectively with Hadasit, “ Licensors ”) and Artemis Therapeutics Inc., a Delaware corporation, having a place of business at 1633 Broadway, New York, NY 10019 (“ Company ”). (Hadasit shall also be referred to herein as the “ Leading Licensor ”. Each of Hadasit, RDC and the Company, a “ Party ”, and collectively the “ Parties ”).

WHEREAS , Hadasit is the wholly-owned subsidiary of Hadassah Medical Organization (“ HMO ”) and serves as its commercial arm;

WHEREAS , RDC is the wholly-owned subsidiary of The Hong Kong University of Science and Technology (" HKUST ") and serves as its commercial arm;

WHEREAS, Hadasit together with HKUST are the joint registered owners of certain patent applications and/or patents, as set forth in Exhibit A1 hereto (the “ Joint Patents ”), on which the listed inventors are (1) Prof. Dana Wolf of Hadasit (“ Prof. Wolf ), who assigned all her rights therein to Hadasit; and (2) Prof. Richard Haynes, a former employee of HKUST (“ Prof. Haynes ”), who assigned all his rights therein to HKUST;

WHEREAS, HKUST is the sole registered owner of certain patent applications and/or patents, as set forth in Exhibit A2 hereto (the “ HKUST Patents ”), on which the listed inventor is Prof. Haynes who assigned all his rights therein to HKUST;

WHEREAS , HKUST has granted RDC the right to exploit its rights under the Joint Patents and the HKUST Patents and to grant all of the exclusive and the non-exclusive licenses to the Company as set out in Section 4 herein, with the right to sub-license;

WHEREAS, Prof. Wolf’s laboratory at the HMO shall be the Company’s first choice over equivalent alternatives for performing pre-clinical, research and development activities;

WHEREAS, the Company is interested in engaging Prof. Wolf as its Chief Scientific Officer and as a member of its Scientific Advisory Board;

WHEREAS, Company wishes to obtain license rights with respect to the technology described below owned and/or controlled by Licensors and the results of any research and development activities described below in order to develop, obtain regulatory approval for and commercialize products based thereon; and

WHEREAS , Company has represented to Licensors, in order to induce Licensors to enter into this Agreement, that Company shall commit itself to diligent efforts to obtain additional equity investments and to develop, obtain regulatory approval for and commercialize one or more Licensed Products (defined below), and that it shall have the financial capacity and the strategic commitment to do so.

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

1.	Definitions . Terms capitalized herein shall have the meanings set forth below.

1.1 “ Affiliate ” means, with respect to any Person, any other Person which directly or indirectly Controls, is Controlled by or is under common Control with such Person.

1.2 “Calendar Quarter” means each of the periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31, for so long as this Agreement is in effect.

1.3 " Consulting Services” means the overseeing activities by Prof. Wolf of the Company’s research and development activities in her capacity as the Company’s Chief Scientific Officer and as a member of the Company’s scientific advisory board or any other consultancy position under the Consulting Services Agreement or any similar kind of agreement between the Company, Hadasit and Prof. Wolf.

1.4 “ Consulting Services Agreement ” means the Consulting Services Agreement attached hereto as Exhibit D .

1.5 “ Consulting Services Results ” mean any know how, information, materials, devices, discoveries and inventions and any other results, whether or not patentable, developed via the supervision or input of Prof. Wolf in the course of Prof. Wolf’s performance of the Consulting Services.

1.6 “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or otherwise. Without limiting the foregoing, Control will be presumed to exist when a person, organization or entity (a) owns or directly controls fifty percent (50%) or more of the outstanding voting stock or other ownership interest of the other organization or entity or (b) possesses, directly or indirectly, the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the other organization or entity.

1.7 “Development Milestones” means the development milestones set forth in Exhibit E hereto.

1.8 “ Development Plan ” means the plan for the research, development and commercialization of Licensed Products attached hereto as Exhibit F , as such plan may be adjusted from time to time pursuant to Sections 5.2 and 5.3. The Development Plan sets forth the Company’s projected work plan for achieving each of the Development Milestones.

1.9 “ Development Results ” means any patents, patent applications, information, methods, processes, material, devices, data and other results arising from the Development Plan.

1.10 “Effective Date” means the date upon which both of the following have occurred: (a) the Company proves, to the Leading Licensor’s satisfaction, that (i) the Merger has been completed; (ii) and that it has no less than US$500,000 in freely available funds in its bank account; and (b) the Consulting Services Agreement is signed.

1.11 “Exclusivity Right” means any exclusivity right such as data protection period, exclusivity for biologic drugs, pediatric exclusivity period (505A) or similar exclusivity right granted by a Regulatory Authority with respect to a Licensed Product that provides exclusivity in the relevant market.

1.12 " Exit Consideration ” means the total consideration actually received by, or distributed to, the Company and/or its shareholders in connection with an Exit Event, of any nature, including, without limitation, all cash, securities or other property which is received by Company or its shareholders in consideration of and in connection with such Exit Event. For the avoidance of doubt, in an Exit Event that is a merger or acquisition type transaction, the Exit Consideration will be a function of the total consideration received by, or distributed to, the shareholders and in an Exit Event that is an IPO, the Exit Consideration will be a function of the total consideration received by, or distributed to, the Company.

1.13 “ Exit Event ” means the first transaction or the first series of transactions producing in a combined fashion one event, which is (a) a merger or acquisition type transaction involving the sale of all or a majority of the shares of the Company to the acquiring company or merged entity; (b) results in the transfer or assignment of this Agreement (with the prior written consent of the Licensors, if and as required hereunder); or (c) an initial public offering of the Company’s shares (“ IPO ”) .

1.14 “FDA” means the United States Food and Drug Administration.

1.15 “Field ” means all indications and uses.

1.16 “First Commercial Sale” means, with respect to any Licensed Product, the date of the first sale for end use or consumption of such Licensed Product by Company, an Affiliate of Company or a Sublicensee following receipt of Marketing Authorization in the country in which such Licensed Product is sold, but specifically excluding any sale or other distribution for use in a clinical trial (for clarity, net revenues from sales or distributions for use in clinical trials shall be considered Net Sales notwithstanding the fact that such sale is not considered a First Commercial Sale). In the case of services, First Commercial Sale shall mean the first provision of commercial services with the use of a Licensed Product, to a third party.

1.17 “Initiation of Phase I Clinical Trial ”, “ Initiation of Phase II Clinical Trial ” and “ Initiation of Phase III Clinical Trial ” means the administration of the respective Licensed Product to the first patient in such Phase.

1.18 “ Know-How ” means non-public information, data, methods, processes, techniques and results.

1.19 " Licensed Know-How " shall mean (i) any Know-How relating to the Licensed Patents which is owned and controlled by Licensors on the Effective Date and which is not in the public domain, including, without limitation, the preclinical and clinical study data and reports, manufacturing and analytical procedures and regulatory materials and filings developed and prepared by HKUST and/or Bayer Healthcare, and owned by HKUST, as identified in Exhibit B attached hereto, and (ii) the Sponsored Research Results.

1.20 “ Licensed Patents ” means (i) the Joint Patents and the HKUST Patents and any patent applications and patents claiming Sponsored Research Results (ii) all provisional applications, continuations, continuations-in-part, divisions, reissues, renewals, and patents granted thereon, all patents-of-addition, reissue patents, re-examinations and extensions or restorations by existing or future extension or restoration mechanisms, including, without limitation, supplementary protection certificates or the equivalent thereof, all solely to the extent related to the foregoing; and (iii) any other U.S., foreign or international patent or patent application obtained by Licensor/s and/or HKUST (as the registered owner/s) in respect of the Licensed Know-How. Exhibits A1 and A2 shall include and shall be updated from time to time to reflect inclusion of new Licensed Patents described in (i), (ii) and (iii) above.

1.21 “ Licensed Product” shall mean any product, process, method or service that comprises, contains, is derived from or incorporates the Licensed Technology or ay part thereof.

1.22 “ Licensed Technology ” means (i) the Licensed Patents; and (ii) the Licensed Know-How.

1.23 “ Marketing Authorization ” means all approvals from the relevant Regulatory Authority necessary to market and sell a Licensed Product in a country.

1.24 “Merger ” means the merger of the Company with a public company by the name of New York Global Innovations, Inc. (OTCMKTS:INKS)

1.25 “ Net Sales ” means the gross amount actually billed or invoiced by or on behalf of the Company and its Affiliates (in each case, the “ Invoicing Entity ”) on sales, leases or other transfers of, or other methods of commercializing, Licensed Products, less the following to the extent applicable with respect to such sales, leases or other transfers and not previously deducted from the gross invoice price: (i) customary trade, quantity or cash discounts to the extent actually allowed and taken; (ii) amounts actually repaid or credited by reason of rejection or return of any previously sold, leased or otherwise transferred Licensed Products; (iii) amounts paid by customers to the Invoicing Entity in respect of shipping and insurance (where separately stated on purchase orders and where such amounts are transferred in their entirety by the Invoicing Entity to third party carriers); (iv) bad debts (as determined in accordance with relevant GAAP rules) deriving from Net Sales in respect of which royalties were paid by the Company hereunder; and (v) amounts paid by customers to the Invoicing Entity in respect of any sales, value added or similar taxes, custom duties or other similar governmental charges levied directly on the production, sale, transportation, delivery or use of a Licensed Product to the extent separately stated on purchase orders, invoices or other documents of sale and where such amounts are transferred in their entirety to the relevant tax authorities, but not including any tax levied with respect to income; provided that :

(a)

in any transfers of Licensed Products between an Invoicing Entity and an Affiliate of such Invoicing Entity not for resale by such Affiliate, Net Sales will 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; and

(b)

in the event that an Invoicing Entity receives non-cash consideration for any Licensed Products or in the case of transactions not at arm’s length with a non-Affiliate of an Invoicing Entity, Net Sales will 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 an Invoicing Entity to its Affiliate for resale by such Affiliate will not be deemed Net Sales. Instead, Net Sales will be determined based on the gross amount billed or invoiced by such Affiliate upon resale of such Licensed Products to a third party purchaser.

With respect to Net Sales of Licensed Products by Sublicensees (applicable for computing the Sublicense Receipts pursuant to Section 6.2 below and for computing the Exhibit G Milestone Payments), such Net Sales shall be computed on the basis of deductions taken from the gross amounts actually received by the Sublicensee (and not on the basis of amounts billed or invoiced by the Sublicensee).

1.26 " Phase I Clinical Trial " means a human clinical trial in any country conducted by Company or its Affiliate to initially evaluate the safety of a Licensed Product in human subjects or that would otherwise satisfy the requirements of 21 CFR 312.21 (a) or the equivalent laws, rules or regulations in a regulatory jurisdiction outside the United States.

1.27 " Phase II Clinical Trial " means a human clinical trial in any country conducted by Company or its Affiliate to initially evaluate the effectiveness of a Licensed Product in human subjects with the disease or indication under study or that would otherwise satisfy the requirements of 21 CFR 312.21(b) or the equivalent laws, rules or regulations in a regulatory jurisdiction outside the United States.

1.28 " Phase III Clinical Trial " means a pivotal human clinical trial in any country conducted by Company or its Affiliate the results of which could be used to establish safety and efficacy of the Licensed Product as a basis for approval of an NDA for such Licensed Product or that would otherwise satisfy the requirements of 21 CFR 312.21(c) or the equivalent laws, rules or regulations in a regulatory jurisdiction outside the United States.

1.29 “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or any other entity or organization.

1.30 “ Regulatory Authority” means any applicable government regulatory authority involved in granting approvals for the manufacturing and marketing of a Licensed Product, including, in the United States, the FDA.

1.31 “ Royalty Period ” means, on a Licensed Product-by-Licensed Product and country-to-country basis, the period commencing on the Effective Date and ending on the later of (a) the expiration of the last-to-expire Valid Claim or Exclusivity Right, or (b) 15 years from the date of the First Commercial Sale.

1.32 “ Sponsored Research” has the meaning ascribed to it in Section 2.1 below.

1.33 “ Sponsored Research Results” means all know how, information, material, devices, discoveries and inventions or other results, generated by and arising in the course of the performance of Sponsored Research.

1.34 “ Sublicense” means: (a) any right granted, license given or agreement entered into by Company to or with any other person or entity, under or with respect to or permitting any use of any of the Licensed Technology or otherwise permitting the development, manufacture, marketing, distribution, use and/or sale of Licensed Products; or (b) any option or other right granted by Company to any other person or entity to negotiate for or receive any of the rights described under clause (a); regardless of whether such grant of rights, license given or agreement entered into is referred to or is described as a sublicense.

1.35 “ Sublicense Receipts ” means any payments or other consideration that Company or any of its Affiliates actually receives from a Sublicensee in consideration for the Sublicense including, without limitation, royalties (including royalties calculated on the basis of sales), milestone payments, license fees, and license maintenance fees. For the avoidance of doubt, Sublicense Receipts shall not include payments received as equity or debt financing in the Company or its Affiliates, or in reimbursement of patent expenses. In the event that Company or an Affiliate of Company receives non-cash consideration from a Sublicensee 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, at the time of the transaction, assuming an arm’s length transaction made in the ordinary course of business. Moreover, any payment received by the Company from any Person in consideration for any standstill or similar obligation not to grant any of the rights described in clause (a) or (b) of Section 1.34 shall be deemed as Sublicense Receipts.

1.36 “ Sublicensee ” means any Person granted a Sublicense.

1.37 “ Third Party Royalties ” means royalties or payments actually paid by the Company or its Affiliates to an unaffiliated third party for the right to use or exploit technology, products or proprietary rights of such third party to create or sell Licensed Product/s, which third party’s rights would otherwise be infringed or violated.

1.38 “ Valid Claim ” means: (a) a claim of an issued and unexpired patent within the Licensed Technology that has not been (i) held revoked, unenforceable, unpatentable or invalid by a decision of a court or governmental body of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, (ii) rendered unenforceable through disclaimer or otherwise, (iii) abandoned or (iv) lost through an interference proceeding; and (b) a pending claim of a pending patent application within the Licensed Technology that has not been abandoned or rejected without the possibility of an appeal or refiling.

2.	Sponsored Research and Consulting Services

2.1 Sponsored Research .

2.1.1 Prof. Wolf's laboratory at HMO shall be the Company's first choice over equivalent alternatives for performing pre-clinical, research and development activities. Before the Company outsources pre-clinical research and other development activities to a third party, the Company shall offer all work in the area of Prof. Wolf's expertise as described in Exhibit H and within the capabilities of her laboratory, to Prof. Wolf and Prof. Wolf shall offer a proposal. If the terms regarding the services by Prof. Wolf are equivalent to, or better than, the terms being offered by a third party provider of such services, then the Company shall accept Prof. Wolf's proposal, and Prof. Wolf shall provide the applicable services. Each such provision of such services by Prof. Wolf and her laboratory is referred to herein as " Sponsored Research " and shall be governed by a separate agreement in writing in the form attached hereto as Exhibit I to this Agreement (the “ Sponsored Research Agreement(s) ”).

2.1.2 It is hereby agreed that the Company shall utilize the Sponsored Research services of Prof. Wolf (for mechanism of action, testing drug combinations and other projects chosen by the Company in consultation with Prof. Wolf by mutual agreement and set forth in an agreed research program that will constitute an inherent part of the first Sponsored Research Agreement) in a total amount of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] all as per the first Sponsored Research Agreement to be entered into within 45 (forty-five) days of the Effective Date, whereby the Company shall order research services to be performed by Prof. Wolf during 2 (two) 12 (twelve) month consecutive periods, in the amount of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per each 12 (twelve) month period. Payments in respect of the first 12 (twelve) month period shall be due as following: (i) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] within 60 (sixty) days of the Effective Date; (ii) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during the third calendar quarter following the Effective Date; and (iii) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during the fourth calendar quarter following the Effective Date. Payments in respect of the second 12 (twelve) month period shall be due as following: (i) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during the first calendar quarter of the Sponsored Research; (ii) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during the third calendar quarter of the Sponsored Research; and (iii) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during the fourth calendar quarter of the Sponsored Research.

2.2 Consulting Services. The Company shall engage the Consulting Services of Prof. Wolf pursuant to the Consulting Services Agreement, to be executed on or immediately after the Merger, by the Company, Prof. Wolf and Hadasit. The Company, Hadasit and Prof. Wolf acknowledge and agree that the Consulting Services will involve Prof. Wolf in overseeing research and development activities of the Company outside the laboratories at HMO and not in the conduct of research by Prof. Wolf at HMO laboratories, any such research to constitute Sponsored Research as referred to in the preceding Section 2.1.

Title .

3.1

The entire right, title and interest in and to the Sponsored Research Results are and shall be owned solely and exclusively by the Leading Licensor.

3.2

The entire right, title and interest in and to the Licensed Technology, excluding the Sponsored Research Results, the HKUST Patents and the Exhibit B Know-How, is and shall be owned solely and exclusively by Hadasit and HKUST. The entire right, title and interest in and to the HKUST Patents and in and to the Exhibit B Know-How is and shall be owned by HKUST.

3.3

As between the Parties, the entire right, title and interest in and to the Consulting Services Results and the Development Results are and shall be owned solely and exclusively by the Company.

License Grants .

4.1 Licensors License.

4.1.1 License Grant . Subject to the terms and conditions set forth in this Agreement:

(a) Licensors hereby grant to Company (the “ License ”): (i) an exclusive, worldwide, royalty-bearing license, with rights to sublicense as set forth herein, under the Licensed Technology, to make any and all uses of the same, including, without limitation, to develop, have developed, manufacture, have manufactured, use, market, offer for sale, sell, have sold, export and import Licensed Products in the Field; and (ii) a non-exclusive, worldwide, royalty-bearing license, with rights to sublicense as set forth herein, under any and all HKUST technology owned by HKUST relating to invention ref:TTC.PA.0072 that is necessary or useful for the use and exploitation of the Licensed Technology in accordance with (i) above.

(b) Notwithstanding anything to the contrary herein, (i) each of the Licensors reserves, for itself and its Affiliates (including, without limitation, HMO and HKUST), the right to practice the Licensed Technology solely for the purpose of teaching and for performing academic research at its respective institutions and subject to maintaining confidentiality. The Licensors shall be entitled to publish the results of such academic research subject to the provisions of Section 14 below; and (ii) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] .

4.1.2 Affiliates and Contractors. The License granted to Company under Section 4.1.1 includes the right to have some or all of Company’s rights under Section 4.1.1 exercised or performed by one or more of Company’s Affiliates or third party contractors for and on behalf of Company or its Affiliates, and such grant shall not be deemed a Sublicense, provided that :

(a) no such Affiliate (who is not otherwise permitted to do so in the capacity of a Sublicensee under a Sublicensee agreement entered into in conformance with Section 4.1.3) or contractor shall be entitled to grant, directly or indirectly, to any third party any Sublicense;

(b) Company shall procure that such Affiliates or contractors will be bound by all applicable terms of this Agreement, and shall be responsible for actions taken or omissions by such Affiliates or contractors in exercising such rights on behalf of Company;

(c) Such Affiliate or contractor does not pay any consideration (including indirect considerations such as in the form of dividends) to Company for the authorization by Company to exercise such rights; and

(d) Sales performed by such Affiliate or contractor will be considered as if performed by the Company.

4.1.3 Sublicenses. Company shall be entitled to grant Sublicenses under the License granted pursuant to Section 4.1.1, provided that any Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement (including this Section 4.1.3) and shall be made only for monetary consideration and pursuant to a bona-fide arm’s length transaction.

(a) Sublicense Agreements. Sublicenses shall be granted only pursuant to written agreements, which shall be in compliance with the terms and conditions of this Agreement and shall contain, among other things, provisions to the following effect:

(i) all provisions necessary to ensure Company’s ability to perform its obligations under this Agreement;

(ii) a section substantially similar to Section 10.3 (Limitation of Liability) limiting the liability of the Licensors and a section substantially similar to Section 11 (Indemnification and Insurance), which also shall state that the Licensors are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification;

(iii) in the event of termination of the License set forth in Section 4.1 (in whole or in part) prior to expiration, any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination in whole or in part of a Sublicense agreement, if the Sublicensee is not then in breach of the Sublicense agreement such that Company would have the right to terminate such Sublicense agreement, such Sublicensee shall, at its option, become a direct licensee with the Licensors in place of such terminated license through a separate written agreement to be entered into between the Licensors and such Sublicensee according to the terms of the particular Sublicense agreement;

(iv) provisions for monetary consideration, including without limitation the payment of royalties by such Sublicensee to the Company, to be calculated on the basis of sales of Licensed Products by such Sublicensee, provided however that, for the purpose of this section, “calculated on basis of sales” shall mean a calculation of royalties based on a definition of “sales” that substantially conforms to the definition of Net Sales set forth in this Agreement and in respect of the Sublicensee's right for deduction of Third Party Royalties from royalties paid by the Sublicensee, Company shall use commercial reasonable efforts to include a limitation of 50% on royalties reduction after all credits and deductions permitted by the applicable Sublicense have been taken;

(v) provisions implementing Licensors’ rights to reports and audits of Sublicensees’ records pursuant to Section 7 hereof;

(vi) the Sublicensee shall not be entitled to sublicense its rights under such Sublicense agreement except if the Leading Licensor has approved such further sublicense in accordance with 4.1.3(b) below; and

(vii) the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of the Leading Licensor, 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, however , that any permitted assignee agrees in writing to be bound by the terms of such Sublicense agreement, and a copy of such written agreement of the assignee is provided to Leading Licensor.

(b) Delivery of Sublicense Agreement. (i) Company shall provide the Leading Licensor for its review with a copy of each Sublicense agreement, together with any other agreements with such Sublicensee directly related to the Licensed Technology, at least seven (7) business days prior to the execution thereof. Any provision in any such Sublicense agreement which allows sublicensing by a Sublicensee shall be subject to Leading Licensor’s consent in writing in advance , which consent shall not be unreasonably withheld, conditioned or delayed. A failure by the Leading Licensor to respond substantively to Company’s request within ten (10) days of receipt thereof shall be deemed consent. (ii) Company shall provide the Licensors with a signed copy of each Sublicense agreement, together with any other agreements with such Sublicensee directly related to the Licensed Technology and all amendments thereof (which shall again be subject to the provisions of this Section 4.1.3 before being signed and coming into force), within thirty (30) days prior to the execution thereof.

(c) Breach by Sublicensee. Any act or omission by a Sublicensee that is a breach of the Sublicense Agreement and would have constituted a breach of this Agreement had it been an act or omission by Company, shall constitute a breach of this Agreement by the Company unless the Company enforces its rights under the Sublicense Agreement.

4.2 No Other Grant of Rights. Except for the licenses expressly granted herein, nothing in this Agreement shall be construed to confer any ownership interest, license or other rights upon any Party by implication, estoppel or otherwise as to any technology, intellectual property rights, products or biological materials of any other Party or Parties, or any other entity, regardless of whether such technology, intellectual property rights, products or biological materials are dominant, subordinate or otherwise related to any intellectual property rights licensed hereunder.

5	Development and Commercialization .

5.1 Investment Milestones. The Company hereby confirms that it shall have no less than US$500,000 in freely available funds following completion of the Merger. The Company shall secure and consummate additional funding in the form of equity investments in the Company’s share capital in compliance with the investment milestones set forth in Exhibit C , attached hereto (the “ Investment Milestones ”). The Company shall provide the Leading Licensor with confirmation in writing of its Chief Executive Officer or its Chief Financial Officer when each Investment Milestone is met. Moreover, the Company shall provide the Leading Licensor with documentation evidencing that each Investment Milestone has been met, immediately at its request.

5.2 Development and Commercialization Diligence. In addition and without derogating from Section 5.1 above, Company shall use commercially reasonable efforts and shall contractually obligate its Sublicensees to use commercially reasonable efforts to: (a) develop Licensed Products based on the Licensed Technology in accordance with the Development Plan; (b) secure independent financing sufficient to perform the Development Plan, including, without limitation, meeting the Investment Milestones; (c) obtain appropriate regulatory approvals in major markets, (d) introduce Licensed Products into the commercial market; and (e) market Licensed Products following such introduction into the market. In addition , Company, by itself or through its Affiliates or Sublicensees, shall use commercially reasonable efforts to achieve each of the Development Milestones within the time periods specified in Exhibit E (or within the postponement periods pursuant to this Section 5.2 or within the remedy periods pursuant to Section 5.5). The Leading Licensor shall not withhold its consent to the postponement of Development Milestones should the Company be able to demonstrate that it is making ongoing commercially reasonable efforts to reach them and to the extent that they are caused by: (i) the requirements or decisions of a regulatory authority; (ii) force majeure; or (iii) inability or delays (from the scientific side) in being able to achieve the desired research or testing results.

5.3 Adjustments of Development Plan. Subject to the foregoing set out in Section 5.2 above, Company will be entitled, from time to time, to make such adjustments to the then applicable Development Plan as Company believes, in its good faith judgment, are needed in order to improve Company’s ability to meet the Development Milestones.

5 . 4 Reporting. Within sixty (60) days after the end of each calendar year, Company shall furnish the Leading Licensor with a written report summarizing its, its Affiliates’ and its Sublicensees’ efforts during the previous calendar year to develop and commercialize Licensed Products, including without limitation: (a) research and development activities; (b) commercialization efforts; and (c) marketing efforts. Each report must contain a sufficient level of detail for the Leading Licensor to assess whether Company is in compliance with its obligations under this Section 5 and a discussion of intended efforts for the then current year. Together with each report, Company shall provide the Leading Licensor with a copy of the then current Development Plan and information regarding the progress toward achieving the Investment Milestones. For the avoidance of doubt it is stated that reports and other information furnished by the Company regarding research, development, testing and regulatory matters shall not be shared with RDC and/or HKUST.

5 . 5 Failure to Meet Development Milestone and/or Investment Milestones. In the event Company fails to meet any Investment Milestones within the timetable set forth on Exhibit C for its achievement and/or any of the Development Milestones within the timetable set forth on Exhibit E for its achievement (as may be postponed pursuant to Section 5.2 above) , and does not remedy the failure within ninety (90) days, the Leading Licensor shall be entitled to terminate this Agreement by written notice to the Company within ninety (90) days of the end of such remedy period. Such termination shall be Licensors' sole remedy for any such failure.

5.6 Regulatory Filings. Company shall make commercially reasonable efforts to prepare and present all regulatory filings necessary or appropriate in any country and to obtain and maintain any regulatory approval required to market Licensed Products in any such country. Subject to the provisions of Section 12.3.2 below, Company shall solely own all right, title and interest in and to all such regulatory approvals and filings.

6.	Consideration for Grant of License

As consideration for the License granted hereunder, Company shall pay the Licensors, through the Leading Licensor, the following:

6.1

Royalties . Company shall, during the relevant Royalty Periods (on a country by country and Licensed Product by Licensed Product basis), pay the Licensors, through the Leading Licensor, royalties equal to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of all Net Sales by the Company and its Affiliates. During the Royalty Period, following the later of there being no Valid Claim, or the end of the Exclusivity Rights (if any), applicable to the Licensed Product in the country of sale, the said royalty rate in the country of sale shall be reduced to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] . Company shall be entitled to deduct [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of Third Party Royalties from the consideration due the Licensors as a result of Net Sales by the Company or its Affiliates after all credits and deductions permitted by this Agreement have been taken, provided, however, that the royalty which the Company shall pay Licensors, through the Leading Licensor, for Net Sales by the Company or its Affiliates shall not be reduced by more than [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during any particular payment period (namely that such Net Sales shall not be reduced to less than [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during the period in which there is a Valid Claim or Exclusivity Right, and to less than [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] during any remaining period of the Royalty Term) (" [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] ").

6.2

Sublicense Receipts for sales of Licensed Product by Sublicensees . With respect to sales of Licensed Products made by any Sublicensee, the Company shall pay the Licensors, through the Leading Licensor, royalties equal to the higher of: (i) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of any consideration received by the Company from the Sublicensee as a result of the sale of any Licensed Products; and (ii) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of the “net sales” of such Sublicensee. Notwithstanding the foregoing, during the Royalty Period, following the later of there being no Valid Claim, or the end of the Exclusivity Rights (if any), applicable to the Licensed Product in the country of sale, the said percentage shall be reduced to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] .

6.3	For the avoidance of any doubt, the actual deductions made by a Sublicensee for Third Party Royalties will be a deduction from the “net sales” of such Sublicensee for the purposes of calculation under Section 6.2 above.

For illustration purposes, [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]

[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] ; AND

[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] .

[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]

6.4

Sublicense Receipts other than for sales of Licensed Products by Sublicensees. Subject to the provisions of Section 6.5 below in relation to payments that are made upon the achievement of a Milestone Event, Company shall pay the Licensors, through the Leading Licensor, an amount equal to: (a) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of all Sublicense Receipts with respect to Sublicenses granted prior to the Initiation of Phase I Clinical Trial, (b) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of all Sublicense Receipts, with respect to Sublicenses granted after the Initiation of a Phase I Clinical Trial and prior to the Initiation of a Phase II Clinical Trial; and (c) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of all Sublicense Receipts, with respect to Sublicenses granted after the Initiation of a Phase II Clinical Trial.

6.5

Milestone Payments . Company will pay the Licensors, through the Leading Licensor, the amounts set forth in Exhibit G attached hereto upon the occurrence of each of the regulatory and Net Sales milestone events set forth in Exhibit G (each a “ Milestone Event ”). Each such payment to be made within thirty (30) days after achievement of a regulatory Milestone Event or within ninety (90) days of the beginning of each calendar year if a Net Sales Milestone Event was achieved during the previous calendar year. Upon a payment to the Company by a Sublicensee being triggered in respect of a Milestone Event set forth in Exhibit G (the “ Milestone Sublicense Receipt ”), Company shall pay the Licensors through the Leading Licensor the higher of (a) the amount set forth in Exhibit G in respect of the same Milestone Event or; (b) if a corresponding payment is made by a Sublicensee to the Company, an amount equal to the amount of the Sublicensing Receipts that would otherwise be due pursuant to Section 6.4.

6.6	Exit Event that is not an IPO. Upon the occurrence of the first Exit Event, if such Exit Event is not an IPO, Company shall pay the Licensors, through the Leading Licensor, an amount equal to the Exit Percentage set forth in the table below multiplied by the Exit Consideration.

Consummation of the Exit Event	Exit Percentage
Before Initiation of Phase I Clinical Trial	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
After the Initiation of Phase I Clinical Trial	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
After the Initiation of Phase II Clinical Trial	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
After the Initiation of Phase III Clinical Trial	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]

6.7

Exit Event that is an IPO. Upon the occurrence of the first Exit Event, if such Exit Event is an IPO, Licensors collectively shall receive equity in the Company valued at the following percentage of any amount raised by the Company within the framework of the IPO, on the basis of the price per share of the IPO

Consummation of the IPO	Exit Percentage
Before Initiation of Phase I Clinical Trial	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
After the Initiation of Phase I Clinical Trial	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
After the Initiation of Phase II Clinical Trial	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
After the Initiation of Phase III Clinical Trial	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]

6.8

Patent Challenge. If Company, or its Affiliate commences an action in which it challenges the validity, enforceability or scope of any of the Licensed Patents (a “Challenge Proceeding ”), the Leading Licensor shall have the right to terminate this Agreementin the case ofa Company (or its Affiliate) initiated proceeding or to have the Company terminate the Sublicense in the case of a Sublicensee initiated proceeding; the royalty rates specified in Sections 6.1 will be doubled with respect to Net Sales of Licensed Products that are sold, leased or otherwise transferred during the pendency of such Challenge Proceeding, and the percentage due to the Licensors in respect of Sublicense Receipts shall be doubled with respect to Sublicense Receipts during such period. If the outcome of such Challenge Proceeding is a determination in favor of Licensors, (a) the royalty rate specified in Section 6.1 with respect to Net Sales of Licensed Products and Sublicense Receipts specified in 6.2 and in 6.4 that are covered by the Licensed Patents that are the subject of such Challenge Proceeding shall remain at such doubled rate and the percentage due to Licensors in respect of Sublicense Receipts shall remain at such doubled rate and (b) Company shall reimburse Licensors for all expenses incurred by Licensors (including reasonable attorneys’ fees) in connection with such Challenge Proceeding. If the outcome of such Challenge Proceeding is a determination in favor of Company, Company will have no right to recoup any royalties or percentages of Sublicense Receipts paid before or during the pendency of such Challenge Proceeding, nor any expense incurred by Company (including reasonable attorneys’ fees) in connection with such Challenge Proceedings.

7.	Reports; Payments; Records .

7.1

Reports and Payments.

7.1.1 Reports. Within ninety (90) days after the conclusion of each Calendar Quarter commencing with the first Calendar Quarter in which Net Sales are generated or Sublicense Receipts are received, Company shall deliver to the Leading Licensor a report containing the following information (in each instance, with a Licensed Product-by-Licensed Product and country-by-country breakdown):

(a) the number of units of Licensed Products sold, leased or otherwise transferred by Company and its Affiliates that produced Net Sales for the applicable Calendar Quarter;

(b) the gross amount billed or invoiced for Licensed Products sold, leased or otherwise transferred by Company and its Affiliates during the applicable Calendar Quarter;

(c) a calculation of Net Sales for the applicable Calendar Quarter, including an itemized listing of applicable deductions;

(d) a detailed accounting of all Sublicense Receipts received during the applicable Calendar Quarter, including, if applicable, the number of units of Licensed Products reported by the Sublicensee to have been sold, leased or otherwise transferred by the particular Sublicensee in connection with the reported Sublicense Receipts and the gross amount reported received for Licensed Products sold, leased or otherwise transferred by the Sublicensee in connection with the Sublicense Receipts; and

(e) the total amount payable to the Licensors through the Leading Licensor in U.S. Dollars in Net Sales and Sublicense Receipts for the applicable Calendar Quarter, together with the exchange rates used for conversion.

Within one-hundred twenty (120) days after the end of a calendar year, the Company shall provide a summary of the prior calendar year which will be certified on behalf of Company as true, correct and complete in all material respects. If no amounts are due to the Licensors for a particular Calendar Quarter of such year, the report shall so state.

In addition to the above, during the term of this Agreement, the Company shall give the Leading Licensor written notice (with a copy to RDC) of the occurrence of any Investment Milestone, and of any Milestone Event that is unrelated to Net Sales, within thirty (30) days after achievement of each such milestone by the Company or its Affiliate or after Company's receipt of notice of such achievement by its Sublicensee.

7.1.2 Payment. Within ninety (90) days after the end of each Calendar Quarter, Company shall pay the Licensors through the Leading Licensor all amounts due with respect to Net Sales and Sublicense Receipts for the applicable Calendar Quarter. All payments by the Company hereunder will be only to Leading Licensor, and Leading Licensor shall have sole liability for apportioning such payments between itself and RDC. RDC confirms, that once a payment by Company to the Leading Licensor has been made, RDC and its Affiliates will have no claims or recourse against the Company related to such payment.

7.2 Payment Currency. All payments due under this Agreement shall be payable in U.S. Dollars unless agreed otherwise in writing. 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 or payment due date. Such payments shall be without deduction of exchange, collection or other charges.

7.3 Records. Company shall maintain, and shall contractually require its Affiliates and Sublicensees to maintain, complete and accurate records of Licensed Products that are made, used, sold, leased or transferred under this Agreement, any amounts payable to the Licensors through the Leading Licensor in relation to such Licensed Products, and all Sublicense Receipts received by Company and its Affiliates, which records shall include a country-by-country and Licensed Product-by-Licensed Product breakdown for each category listed above and shall contain reasonably sufficient information to permit the Leading Licensor to confirm the accuracy of any reports or notifications delivered to the Leading Licensor under Section 7.1. Company, its Affiliates and/or its Sublicensees, as applicable, 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 the Leading Licensor shall have the right, at its expense, to cause an independent, certified public accountant to inspect such records during normal business hours for the purposes of verifying the accuracy of any reports and payments delivered under this Agreement and Company’s (or via an audit by Company, its Affiliate’s and Sublicensee’s) compliance with the terms hereof. Such accountant shall be bound by confidentiality obligations substantially similar to those set out in Section 13 of this Agreement and shall not disclose to the Leading Licensor any information other than information relating to the accuracy of reports and payments delivered under this Agreement. The Company shall receive a copy of the interim reports and final reports of such auditors. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the auditor delivers the results of the audit. In the event that any audit performed under this Section 7.3 reveals an underpayment in excess of five percent (5%) in any calendar year, the audited entity shall bear the full cost of such audit. The Leading Licensor may exercise its rights under this Section 7.3 only once every year per audited entity and only with reasonable prior notice to the audited entity.

7.4 Late Payments. Any payments by Company that are not paid on or before the date such payments are due under this Agreement shall bear interest at the lower of (a) LIBOR plus five percent (5%) accumulated on a monthly basis and (b) the maximum rate allowed by law. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly. Payment of such interest by Company shall not limit, in any way, Licensors’ right to exercise any other remedies Licensors may have as a consequence of the lateness of any payment.

7.5 Payment Method. Each payment due to the Licensors through the Leading Licensor under this Agreement shall be paid by check or wire transfer of funds to the Leading Licensor's account in accordance with written instructions provided by it. If made by wire transfer, such payments shall be marked so as to refer to this Agreement. Once duly paid to the Leading Licensor, the Company shall have no liability to the other Licensor in connection with such rendered payment.

7.6 Taxes; Withholding. All amounts payable hereunder are exclusive of applicable VAT, which shall be added to amounts due hereunder as applicable. If Company is required to withhold any amounts from payments made by Company to the applicable Licensor or to the Leading Licensor (on behalf of both Licensors) due to the applicable laws of any country, such amount will be deducted from the payment to be made by Company and remitted to the appropriate taxing authority for the benefit of the applicable Licensor(s) . Company will withhold only such amounts as are required to be withheld by applicable law in the country from which payment is being made. Company shall submit to the applicable Licensor(s) originals of the remittance voucher and the official receipt evidencing the payment of the corresponding taxes with the applicable royalty report. Company will cooperate with the Licensors to provide such information and records as Licensors may require in connection with any application by the Licensors to the tax authorities in any country, including an attempt to obtain an exemption or a credit for any withholding tax paid in any country.

8	Patent Filing, Prosecution and Maintenance .

8.1 Patent Expense Reimbursement . (i) Company shall reimburse Hadasit in the amount of twelve thousand two hundred New Israeli Shekels (NIS 12,200), on account of all previous documented patent expenses and costs incurred by Hadasit in connection with the Licensed Patents and not reimbursed by a third party prior to the Effective Date, within fourteen (14) days of the Effective Date . The balance, which shall be advised to the Company on or around the Effective Date, shall be due and payable by the Company to Hadasit six (6) months of the Effective Date; and (ii) Company shall reimburse RDC for previous documented patent expenses and costs incurred by HKUST or RDC in connection with the Licensed Patents and not reimbursed by a third party prior to the Effective Date, in the amount of one hundred and thirteen thousand US Dollars (US Dollars 113,000) as follows: Twelve Thousand US Dollars ( US$12,000) within fourteen (14) days of the Effective Date, and the balance which shall be advised to the Company on or around the Effective Date, in two (2) equal instalments, the first to be made one (1) year of the Effective Date, and the second to be made two (2) years of the Effective Date. Notwithstanding any provisions of this Agreement, the Company shall reimburse the patent expenses incurred by HKUST or RDC directly to RDC by wire transfer.

8.2 Patent Filing, Prosecution, Protection and Maintenance. The Leading Licensor shall, in consultation with the Company, be responsible for the preparation, filing, prosecution, protection and maintenance of all patents and patent applications within the Licensed Technology, excluding the HKUST Patents. HKUST shall, in consultation with the Company, be responsible for the preparation, filing, prosecution, protection and maintenance of all patents and patent applications within the HKUST Patents. Unless otherwise agreed between the Leading Licensor and the Company, patent applications relating to the Licensed Technology, excluding the HKUST Patents shall be filed in no less than the following territories: The European Union (England, Germany and France) and the USA (the “ Mandatory Jurisdictions ”). The Leading Licensor and HKUST will instruct their patent counsels to invoice the Company directly for all patent-related expenses incurred in respect to the Licensed Technology (including the HKUST Patents). Company shall pay these invoices within thirty (30) days of each invoice date. The Leading Licensor and HKUST shall further (a) instruct their patent counsel to furnish Company with copies of all correspondence relating to the patent rights in the Licensed Technology from the United States Patent and Trademark Office (USPTO) and any other patent office, as well as copies of all proposed responses to such correspondence in time for Company to review and comment on each such response and with all other information reasonably required by the Company with respect to the Licensed Patents; (b) give Company an opportunity to review the text of each patent application before filing; (c) consult with Company with respect thereto; and (d) supply Company with a copy of the application as filed.

8.3 Abandonment. Should Company decide that it does not wish to pay for the preparation, filing, prosecution, protection or maintenance of any patent application or patent within the Licensed Technology in any country (each, an “ Abandoned Licensed Patent ”), Company shall provide the Leading Licensor or HKUST (as the case may be) with prompt written notice of such election. Ninety (90) days following receipt of such notice by the Leading Licensor or HKUST (as the case may be), Company shall be released from its obligations pursuant to Section 8.2 hereof with respect to such Abandoned Licensed Patent, provided, however, that the Company shall remain responsible for expenses incurred prior to the expiration of such ninety (90) day period.

8.3.1 Effect of Abandonment of Licensed Patents. In the event of Company’s abandonment of any patent application or patent within the Licensed Technology (“ Abandoned Licensed Patents ”), upon writen notice by the Leading Licensor, in its sole discretion, any license granted by Licensors to Company hereunder with respect to such Abandoned Licensed Patents (and any subsequently-filed patent application or patent that claims priority thereto) shall terminate. Licensors shall then be free, without further notice or License obligation to Company, to grant rights in and to such Abandoned Licensed Patents to third parties. For the avoidance of doubt, the confidentiality rights and all other non-License rights of the Company set out herein shall continue in force and effect. Notwithstanding the above, if the Abandoned Licensed Patent is in a Mandatory Jurisdiction, such abandonment shall constitute a material breach of this Agreement, entitling the Leading Licensor to terminate this Agreement pursuant to Section 12.2.3.

8.4 Other Patents . The Company shall advise the Licensors as soon as practicable following the filing of any patent applications covering Consulting Services Results and Development Results in whole or in part, and shall provide the Licensors any information that they may reasonably request in such regard. The same shall be deemed Confidential Information (defined below) of the Company.

8.5 Marking. Company and its Affiliates and Sublicensees shall mark all Licensed Products sold or otherwise disposed of by it in the United States with the word “Patent” and the number of all patent applications or patents included within the Licensed Technology that cover such Licensed Products. All Licensed Products shipped or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice of the country to which such products are shipped or in which such products are sold for purposes of ensuring maximum enforceability of the patents within the Licensed Technology in such country .

9	Enforcement of Patent Rights.

9.1 Notice. In the event any Party becomes aware of any possible or actual infringement of any patent rights within Licensed Technology (an “ Infringement ”), that Party shall promptly notify the other Parties and provide it with details regarding such Infringement.

9.2 Suit by Company. Company shall have the first right but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Company commences an action with respect to any Infringement, it shall consider in good faith the views of Licensors and potential effects on the public interest in making its decision whether to sue. Should Company elect to bring suit against an infringer, it shall keep Licensors reasonably informed of the progress of the action and shall give Licensors a reasonable opportunity in advance to consult with Company and offer its views about major decisions affecting the litigation. Company shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Company fails to defend in good faith the validity and/or enforceability of the patent within the Licensed Technology in the action, or if Company’s license to a Valid Claim in the suit terminates, any or both Licensors may elect to take control of the action pursuant to Section 9.3 . Should Company elect to bring suit against an infringer and one or both Licensors are joined as party plaintiff in any such suit, such Licensor(s) shall have the right to approve the counsel selected by Company to represent such Licensor(s) and Company, such approval not to be unreasonably withheld or delayed. The expenses of such suit or suits that Company elects to bring, including any reasonable, documented, out-of-pocket expenses of Licensor(s) incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Company and Company shall hold Licensor(s) free, clear and harmless from and against any and all such costs of such litigation, including attorney’s fees which shall be paid by the Company under the legal representation of the Company and the Licensor(s) jointly as described above. Company shall not compromise or settle such litigation without the prior written consent of Licensors, which consent shall not be unreasonably withheld or delayed. In the event Company exercises its right to sue pursuant to this Section 9.2, 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 incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Licensors shall receive an amount equal to twenty five percent (25%) of such funds and the remaining seventy five (75%) of such funds shall be retained by Company.

9.3 Suit by Licensors. If Company does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 9.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within ninety (90) days after receipt of notice to Company by a Licensor of the existence of an Infringement, either or both of the Licensors may elect to do so. The expenses of such suit or suits that such Licensor(s) elect to bring, including any expenses of Company incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by such Licensor(s) and such Licensor(s) shall hold Company free, clear and harmless from and against any and all costs of such litigation, including attorney’s fees. Licensors shall not compromise or settle litigation in a manner that adversely impacts the rights of the Company hereunder without the prior written consent of Company , which consent shall not be unreasonably withheld or delayed. In the event one or both Licensors exercise their right to sue pursuant to this Section 9.3, they shall retain all sums recovered in such suit or in settlement thereof following coverage of all costs arising in connection with such suit.

9.4 Counsel. In the event Company takes action in the prosecution, prevention, or termination of any Infringement pursuant to Section 9.2 , and the involved legal counsel is of the opinion there is a conflict of interest between the Company’s interests and Licensors’ own interests in connection with such action, Licensor(s) shall have the right to be represented by counsel of their own selection in such action at Company’s expense. 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 9 by another Party.

9.5 Cooperation. Each Party agrees to cooperate fully in any action under this Section 9 that is controlled by any other Party, provided that the controlling Party reimburses the cooperating Party promptly for any reasonable, out-of-pocket, documented costs and expenses incurred by the cooperating Party in connection with providing such assistance. For the avoidance of doubt, if such action requires the assistance of Prof. Haynes, the controlling Party shall contact Prof. Haynes directly and bear all related expenses.

9.6 Declaratory Judgment. If a declaratory judgment action is brought naming Company and/or any of its Affiliates or Sublicensees as a defendant and alleging invalidity or unenforceability of any Valid Claims within Licensed Patents, Company shall promptly upon becoming aware of such notify Licensors in writing and Licensors may elect, upon written notice to Company within thirty (30) days after Licensors receive notice of the commencement of such action, to take over the sole defense of the invalidity and/or unenforceability aspect of the action at their own expense in close consultation with the Company.

10	Warranties; Limitation of Liability.

10.1 Compliance with Law. Company represents and warrants that it will comply, and will contractually require its Affiliates and Sublicensees to comply, with all applicable, mandatory local, state, and international laws and regulations relating to the development, manufacture, use, sale and importation of Licensed Products. Without limiting the foregoing, Company represents and warrants that it will comply, and will contractually require its Affiliates and Sublicensees to comply, with all applicable, mandatory export control laws and regulations (including, without limitation, United States export control laws and regulations).

10.2 Warranties; Disclaimer.

10.2.1

Licensors each warrant to the Company, each as to itself, that with regard to the period prior to the date of signing this Agreement:

10.2.1.1

neither they, nor their respective Affiliates, or other representatives , or to the best of their knowledge, after reasonable enquiry, their employees or inventors have granted any third party any rights which conflict with the rights granted to the Company herein, including the License rights and the right to enforce the Licensed Patent;

10.2.1.2

the Licensed Patents are free and clear of all encumbrances;

10.2.1.3

they have not received any communication from any third party claiming any ownership of or other right to the Licensed Technology, and they have not received any notice of invalidity or infringement of any of the Licensed Patents; and

10.2.1.4

to the best of their knowledge, on the date of signing this Agreement, there is no pending or threatened litigation, arbitration, administrative or other proceedings, or governmental investigation relating to the Licensed Patents other than pre-grant patent application prosecution proceedings.

10.2.2 THE LICENSED TECHNOLOGY IS PROVIDED TO THE COMPANY ON AN “AS-IS” BASIS. LICENSORS MAKE NO WARRANTIES WHATSOEVER AS TO THE SUCCESS, OR COMMERCIAL OR SCIENTIFIC VALUE, OF THE LICENSED TECHNOLOGY. LICENSORS MAKE NO REPRESENTATION THAT THE LICENSED TECHNOLOGY WILL ENABLE THE DEVELOPMENT OF ANY PRODUCTS. LICENSORS MAKE NO REPRESENTATION THAT THE PRACTICE OF THE LICENSED TECHNOLOGY OR THE DEVELOPMENT, MANUFACTURE, USE, SALE OR IMPORTATION OF ANY PRODUCT, OR ANY ELEMENT THEREOF, WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

10.2.3 NOTHING CONTAINED HEREIN SHALL BE DEEMED TO BE A WARRANTY BY LICENSORS THAT THEY CAN OR WILL BE ABLE TO OBTAIN PATENTS ON PATENT APPLICATIONS, IF ANY, INCLUDED IN THE LICENSED TECHNOLOGY, OR THAT ANY LICENSED PATENT WILL AFFORD ADEQUATE OR COMMERCIALLY WORTHWHILE PROTECTION.

10.2.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSORS MAKE NO WARRANTY WITH RESPECT TO ANY TECHNOLOGY (INCLUDING WITHOUT LIMITATION THE LICENSED TECHNOLOGY), SPONSORED RESEARCH, SPONSORED RESEARCH RESULTS, CONSULTING SERVICES, CONSULTING SERVICES RESULTS, PATENTS (INCLUDING WITHOUT LIMITATION THE LICENSED PATENTS), GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.

10.2.5 The Company acknowledges and agrees that it is fully aware of the fact that one of the inventors of the HKUST Patents has not signed on the assignment document of the HKUST Patents.

10.3 Limitation of Liability .

10.3.1 NEITHER THE LICENSORS NOR THE COMPANY WILL BE LIABLE TO EACH OTHER AND/OR TO ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OR (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, LICENSING OPPORTUNITIES OR SERVICES. NOTWITHSTANDING THE FOREGOING, NO PARTY SHALL BE ENTITLED TO CLAIM THE LIABILITY LIMITATION OF THIS SECTION 10.3.1 FOR ANY BREACH BY IT OF SECTION 10.2.1 ABOVE, AND EACH OF THE COMPANY AND HADASIT SHALL NOT BE ENTITLED TO CLAIM SUCH LIABILITY LIMITATION FOR A BREACH BY IT OR ITS REPRESENTATIVES OF SECTION 13 BELOW.

10.3.2 EXCEPT FOR DAMAGES ARISING FROM GROSS NEGLIGENCE, WILFUL BREACH OR MISCONDUCT OR FRAUD OF THE LEADING LICENSOR, THE LEADING LICENSOR’S AGGREGATE LIABILITY FOR ALL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNTS RECEIVED BY IT FOR ITS OWN BENEFIT UNDER THIS AGREEMENT, PROVIDED, HOWEVER, THAT THE LEADING LICENSOR SHALL NOT BE ENTITLED TO CLAIM THIS LIABILITY LIMITATION SHOULD IT OR ITS REPRESENTATIVES BREACH ANY OF THEIR CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, RDC’S AGGREGATE LIABILITY (IF ANY) FOR ALL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT IN ANY EVENT EXCEED THE AMOUNT RECEIVED BY IT UNDER THIS AGREEMENT VIA THE LEADING LICENSOR PURSUANT TO SECTION 7.1.2.

10.3.3. FOR THE AVOIDANCE OF DOUBT, THE USE OF THE LICENSED KNOW-HOW IS AT THE DISCRETION OF THE COMPANY, ITS AFFILIATES AND SUB-LICENSEES. IN NO EVENT SHALL RDC, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR ANY LOSS (HOWEVER ARISING AND WHETHER DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL) WHICH THE COMPANY OR ITS AFFILIATES OR SUBLICENSEES OR ANY OTHER THIRD PARTY MAY SUFFER FROM THE USE OF THE LICENSED KNOW-HOW.

11	Indemnification and Insurance.

11.1 Indemnity . Company shall indemnify, defend and hold harmless Licensors, HMO, HKUST and their respective current and former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and their respective successors, heirs and assigns (collectively, the “ Indemnitees ”) from and against any claim, liability, cost, expense, damage, deficiency, loss or obligation or any kind or nature (including, without limitation, reasonable attorney’s fees and other costs and expenses of litigation) (collectively, “ 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 practice or use of any of the Licensed Technology or the Consulting Services Results by the Company, 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 to the Company under this Agreement, unless the particular damage, loss or expense was caused by a particular Indemnitee's gross negligence or willful breach or misconduct.

11.2

Procedures . If any Indemnitee receives notice of any Claim, such Indemnitee shall, as promptly as is reasonably possible, give the Company notice of such Claim; provided, however, that failure to give such notice promptly shall only relieve the Company of any indemnification obligation it may have hereunder if such failure materially diminishes the ability of the Company to respond to or to defend the Indemnitee against such Claim. Licensors and the Company shall consult and cooperate with each other regarding the response to and the defense of any such Claim and the Company shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnitee, be entitled to and shall assume the defense or represent the interests of the 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 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 Indemnitee if the settlement involves an admission of failure or wrongdoing by an Indemnitee, or could lead to the invalidity of a Licensed Patent, such consent not to be unreasonably withheld. Nothing herein shall prevent the Indemnitee from retaining its own counsel and participating in its own defense at its own cost and expense.

11.3

Insurance . The Company shall maintain insurance that is reasonably adequate to fulfill any potential obligation to the Indemnitees under this Section 11, taking into consideration, among other things, the nature of the products or services commercialized. Without limiting the foregoing, beginning at the time any Licensed Product is being commercially distributed or sold, such insurance shall include commercial liability insurance in amounts standard in the industry but in any event not less than US$10,000,000 per incident and US$10,000,000 in the aggregate. During clinical trials of any such Licensed Product, Company shall, at its sole cost, procure and maintain commercial general liability insurance in such equal or lesser amount as required by the applicable regulatory authority. Such insurance shall be obtained from a reputable insurance company. Licensors, HMO and HKUST shall be added as co-insured parties under such insurance policy. The Company hereby undertakes to comply punctually with all obligations imposed upon it under such policies, including without limitation the obligation to pay in full and punctually all premiums and other payments due under such policies. The Company shall provide the Leading Licensor upon request with written evidence of such insurance. The Company shall continue to maintain such insurance after the expiration or termination of this Agreement during any period in which the Company or any Affiliate or Sublicensee continues to make, use, or sell Licensed Products, and thereafter for a period of seven (7) years.

12	Term and Termination.

12.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 12, shall continue in full force and effect until the end of the Royalty Period for all Licensed Products. Should the Effective Date not occur by July 15, 2016, for any reason whatsoever, this Agreement shall be null and void and of no further effect.

12.2 Termination.

12.2.1 Termination Without Cause. Company shall be entitled to terminate this Agreement without cause upon one hundred and twenty (120) days prior written notice to the Leading Licensor. Termination by the Leading Licensor pursuant to Section 5.5 shall also be deemed as termination without cause.

12.2.2 Termination for Patent Challenge. Without limiting the provisions of Section 6.8 above, the Leading Licensor may terminate this Agreement immediately upon written notice to Company if Company or any of its Affiliates (or Sublicensee/s if Company does not terminate the applicable Sublicense/s upon becoming aware of the action) commences an action in which it challenges the validity, enforceability or scope of any of the Licensed Technology.

12.2.3 Termination for Default . In the event that either the Company or either Licensor 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 non-defaulting Party may terminate this Agreement immediately upon written notice to the Party in breach with a copy to the additional Party; provided however that in the case of a breach of Company’s payment obligations to Licensors through the Leading Licensor hereunder, the cure period will be reduced to fifteen (15) days after receiving written notice thereof. Failure to enter into the first Sponsored Research Agreement as envisaged in Section 2.1.2 above within forty five (45) days of the Effective Date or any breach of Company’ payment obligations under the first Sponsored Research Agreement will be deemed an irremediable breach of this Agreement.

12.2.4 Bankruptcy. The Leading Licensor may terminate this Agreement upon notice to the Company if the Company 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 Company and not dismissed within ninety (90) days, or if the Company becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business.

12.3 Effect of Termination.

12.3.1 The License. The License (and the resulting rights and obligations) will expire at the end of the Royalty Period on a Licensed Product by Licensed Product and country by country basis following which the Licensors shall be entitled to freely exploit the Licensed Technology relating to a particular Licensed Product in the particular country on a royalty-free (no consideration payable), non-exclusive basis.

12.3.2 Upon termination of this Agreement by either the Company or the Leading Licensor pursuant to any of the provisions of Section 12.2, (a) the rights and licenses granted to Company by Licensors under this Agreement shall terminate and Company shall have no further right under this Agreement to exploit the Licensed Technology, and shall refrain from exploiting Licensed Technology; (b) Licensors shall have the right to exploit Licensed Technology without obligation to Company.

12.3.3 Accruing Obligations. Termination or expiration of this Agreement shall not relieve the Parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the date of termination or expiration, subject to the foregoing not derogating from any right or remedy otherwise available to the Company to refrain from paying, or receive reimbursement of amounts paid, in the case of termination due to a breach of one or both Licensors.

12.3.4 License to Licensors. Upon the termination of this Agreement by the Company pursuant to Section 12.2.1 or by the Leading Licensor for the Company’s failure to meet milestones pursuant to Section 5.5, or due to an uncured breach of the Company pursuant to Section 12.2.3 or the bankruptcy of the Company pursuant to Section 12.2.4, Licensors shall have an irrevocable, perpetual, exclusive, worldwide license, with rights to sublicense, to make any and all uses of the Development Results and of any Know How, inventions, discoveries, patent applications, patents and any other intellectual property owned by the Company or its Affiliates that relate to or that are necessary in order to exploit the Licensed Technology (“ Company IP ”), which uses shall include, without limitation, the right to develop, have developed, manufacture, have manufactured, use, market, offer for sale, sell, have sold, export and import Licensed Products. Moreover, Company shall immediately provide Licensors will copies of all regulatory filings prepared by it pursuant to Section 5.6 and the right to reference, cross-reference, review, have access to, incorporate and use all documents and other materials filed by or on behalf of Company and its Affiliates with any Regulatory Authority in further of applications for regulatory approvals with respect to Licensed Products. Should the Company IP be licensed by the Licensors to a third party, and subject to the Company having complied and continuing to comply with its material obligations under this Agreement which remain in existence following termination of this Agreement the Company shall be entitled to twenty percent (20%) of the “Net Revenues” to Licensors. “ Net Revenues ” shall mean all amounts in cash and other consideration actually received by Licensors solely in respect of the Licensed Technology when licensed together with the Company IP, or otherwise in respect to the Company IP, except in respect to provision of services, less documented (as certified by external independent auditors agreed upon by the Parties), out-of-pocket, unreimbursed expenses and professional fees, including legal fees, patent agent fees and fees paid to other experts, incurred by Licensors in connection with (i) the filing, prosecution, maintenance or enforcement of the relevant patent rights; (ii) the preparation, negotiation, execution and/or enforcement of any such license agreement; and (iii) license fees and royalties actually paid to third parties by the Licensors for the right to use the Licensed Technology. Notwithstanding the foregoing, the Company’s right to payment pursuant to this Section 12.3.4 shall be capped by the twice the total sum of the Company’s Costs. “ Company’s Costs ” shall mean the Company's out of pocket costs and expenses, including patent expenses incurred by the Company, related directly to the implementation of this Agreement and/or the creation of the Company IP and linked to the Israeli Cost of Living Index, not including any repayment by the Company of third party funds, money or compensation received by the Company in respect to the Development Plan, such as OCS funds, other grants and any other third party funding, and all as certified by external independent auditors agreed upon by the Parties. Licensors shall pay to the Company amounts, payable under this section 12.3.4, if any, within sixty (60) days of receipt of Net Revenues.

12.3.5 Return of Materials. The Company shall return or transfer to Licensors, within fourteen (14) days of termination hereof, all material, in soft or hard copy, that is Confidential Information of the Licensors relating to the Licensed Technology or Licensed Products connected with the License, and it shall not make any further use thereof. The Leading Licensor shall be entitled to conduct a reasonable audit subject to the confidentiality obligations of Section 13 in order to ascertain compliance with this provision and the Company agrees to allow access to the Leading Licensor or its representatives for this purpose.

12.3.6 No Reimbursement . In case of termination under any circumstances the Company will not be entitled to any reimbursement of any amount paid to Licensors under this Agreement.

12.3.7 Survival. The Parties’ respective rights, obligations and duties under Sections 3, 4.1.3(a)(iii), 7, 10, 11, 12.3, 13 and 14 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 for any reason.

13 Confidentiality . Each Party agrees that, for a period of seven (7) years from date of disclosure, it will keep confidential, and not disclose or use Confidential Information (as defined below) received from any other Party or its representatives other than for the purposes of this Agreement. Each Party shall treat such Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in any event no less than a reasonable degree of confidentiality. Each Party may disclose the other Parties' Confidential Information only to: (a) those of its employees and consultants who have a “need to know” such information in order to enable it to exercise its rights or 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; and (b) to potential or actual investors in the Company provided they are legally bound by agreements which impose confidentiality and non-use obligations similar to those set forth in this Agreement; and (c) to regulatory authorities as needed for gaining regulatory approvals by the Company. 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 a Party or any of its employees, business associates (including Sublicensees), researchers or students, whether in oral, written, graphic or machine-readable form, except to the extent such information (as evidenced by the receiving Party): (i) was known to the receiving Party at the time it was disclosed, as evidenced by such Party’s 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 the receiving Party by a third party who to the knowledge of the Receiving Party after reasonable investigation is not subject to obligations of confidentiality to any Party with respect to such information; or (iv) is independently developed without the use of or reference to Confidential Information, as demonstrated by documentary evidence, by a Person who had no access to the applicable Confidential Information.

14 Publications. Each Licensor shall furnish a copy of a contemplated publication which contains reference to the Licensed Technology or Sponsored Research Results at least 45 (forty-five) days before the making of any such publication and shall be free to publish if the Company shall have failed to notify it in writing, within 30 (thirty) days from receipt of the said draft publication, of its opposition to the making of the contemplated publication. Should the Company notify the Licensor in writing within 30 (thirty) days from the receipt of the draft contemplated publication that it opposes the making of such publication because it includes material (which has been specified in said notice) in respect of which there are reasonable grounds (which have also been specified in said notice) that the disclosures thereunder contain Confidential Information of the Company or Sponsored Research Results, then the relevant Licensor shall not permit such publication until such specified information of the Company or Sponsored Research Results (as the case may be) is removed. The Company acknowledges that it is aware of the importance to researchers of publishing their work and, accordingly, the Company will act in a commercially reasonable manner if it opposes such publications.

15	Miscellaneous.

15.1 No Security Interest. Company shall not enter into any agreement under which Company grants to or otherwise creates in any third party a security interest in this Agreement or any of the rights granted to Company herein. Any grant or creation of a security interest purported or attempted to be made in violation of the terms of this Section 15.1 shall be null and void and of no legal effect.

15.2 Use of Name. Company shall not, and shall ensure that its Affiliates and Sublicensees shall not, use the name or insignia of the Licensors, HMO or HKUST, or the name of any of their officers, employees, faculty, other researchers or students, or any adaptation of such names, without the prior written approval of the Leading Licensor (in the case of Hadasit or HMO) or RDC (in the case of RDC or HKUST). Licensors shall not use the name or insignia of Company, or the name of any Company’s employees, licensors or sublicensees, or any adaptation of such names, without the prior written approval of Company. Notwithstanding the above and subject to Section 13, (i) Company shall be entitled to describe truthfully in its discussions with potential Sublicensees and investors, and in its business plan and related private placement materials and IPO materials the nature of the Agreement, the identity of the Licensors and the background of Prof. Wolf engaged in a Sponsored Research; and (ii) the Parties may from time to time issue press releases and other public announcements describing the Agreement and other matters relating to the Sponsored Research, Consulting Services and the Licensed Products. Each such description, press release or announcement described in (i) or (ii) shall be subject to the prior written approval of Company and the Licensors, such approval not to be unreasonably withheld or delayed. The restrictions set forth in this Section 15.2 shall not apply to any information required by law to be disclosed to any governmental entity.

15.3 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 Company and the Licensors with respect to the same.

15.4 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, overnight delivery 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 15.4:

If to Company:	Artemis Therapeutics Inc.
If to the Leading Licensor:	Hadasit Medical Research Services & Development Ltd POB 12000 Jerusalem 91120 Israel Facsimile: +972 3 6437712 Attention: Ms. Carole Grumbach

With a copy to (which will not constitute a notice):	Pearl Cohen Zedek Latzer Baratz Azrieli Center, Round Tower, 18th Floor, Tel Aviv, Israel Facsimile: +972 9 9728001 Attention: Ms. Yael Baratz

If to RDC:	The Hong Kong University of Science and Technology Clear Water Bay, Kowloon, Hong Kong Facsimile: +852-23582751 Attention: Chief Executive Officer

Any notice shall be deemed to have been received as follows: (a) by personal delivery, upon receipt; (b) by facsimile or overnight delivery, one business day after transmission or dispatch; (c) by certified mail, as evidenced by the return receipt. If notice is sent by facsimile, a confirming copy of the same shall be sent by mail to the same address.

15.5 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, 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 which shall be determined according to the laws of the United States of America. If disputes do arise, the Parties agree to discuss in good faith and make every effort to come to a fair, practical and speedy adjustment to their differences. In the event the dispute cannot be amicably settled by negotiation, the Parties hereby consent to and agree that the competent court in London, England shall have sole jurisdiction over any and all matters arising from this Agreement.

15.6 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.

15.7 Headings. Section and subsection headings are inserted for convenience of reference only and shall not affect the construction or interpretation of the content.

15.8 Counterparts. The Parties may execute this Agreement in three or more counterparts, each of which shall be deemed an original.

15.9 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 of the Parties or, in the case of waiver, by the Party waiving compliance. In the case of a contradiction between the terms of this Agreement and any Exhibit (inclusive of schedules) the terms of this Agreement will be controlling, unless it is explicitly stated in such Exhibit that it is intended to amend the terms of this Agreement. 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 a 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.

15.10 No Agency or Partnership. Nothing contained in this Agreement shall give any Party the right to bind the other Parties, or be deemed to constitute any Party as agent for or partner of the other Parties or any third party.

15.11 Assignment and Successors. Except for the case of a merger or acquisition involving the Company, the Company shall not transfer, assign, encumber or endorse its rights or obligations, in whole or in part, under this Agreement, to any third party that is not an Affiliate of the Company, without the Leading Licensor’s consent which shall not be unreasonably denied, delayed or conditioned, and in any assignment the Company shall provide the Leading Licensor with written notice of the assignment and the assignee shall agree in writing to be bound by the terms of this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of the Party’s respective successors and assigns.

15.12 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.

15.13 Interpretation. Each Party hereto acknowledges and agrees that: (a) it and/or its counsel reviewed and negotiated the terms and provisions of this Agreement and has contributed to its revision; (b) 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 (c) the terms and provisions of this Agreement shall be construed fairly as to all Parties and not in favor of or against any of the Parties, regardless of which Party was generally responsible for the preparation of this Agreement.

15.14 Severability. If any provision of this Agreement is ruled invalid or unenforceable by any court of competent jurisdiction, the remainder of this Agreement shall not be affected and the invalid or unenforceable provision shall be reformed or construed to reflect the commercial understandings between the Parties so that it would be valid, legal and enforceable to the maximum extent possible.

[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.

Hadasit Medical Research Services & Development, Ltd.

By: /s/ Dr. Tamar Raz
Name: Dr. Tamar Raz
Title: Chief Excutive Officer

Hong Kong University of Science and Technology R and D Corporation Limited

By: /s/ Eduard C. wong
Name: Mr. Eduard C. wong
Title: Chief Excutive Officer

Artemis Therapeutics Inc.

By: /s/ Nadav Kidron
Name: Nadav Kidron

Title: Director

Exhibits

Exhibit A – Licensed Patents

Exhibit B - Licensed Know How

Exhibit C – Investment Milestones

Exhibit D – Consulting Services Agreement

Exhibit E – Development Milestones

Exhibit F – Development Plan

Exhibit G – Milestones Payments

Exhibit H - Expertise of Prof. Wolf

Exhibit I – Form of Sponsored Research Agreement

EXHIBIT A

LICENSED PATENTS

Exhibit A1:

Family:	357	Title:	Methods and compositions for treating viral infections
HKUST ref: TTC.PA 0600

Inventor	University	Faculty	Department
Haynes Richard
Wolf Dana	Hadassah Ein Kerem	Clinical Microbiology and Infectious Diseases	Virology

			Application		Publication
Patent ID	Status	Country	Date	Number	Date	Number
357-00	Expired	US	7/8/2008	61/086,823
357-01	Expired	US	18/04/2012	61/625,701
357-02	Pending	PCT	17/04/2013	IL2013/050335	24/10/2013	WO13/157005

Application				Publication
Patent ID	Country	Date	Number	Date	Number
357-00	US	7/8/2008	61/086,823
357-01	US	18/04/2012	61/625,701
357-02	PCT	17/04/2013	IL2013/050335	24/10/2013	WO13/157005
357-03	US	16/10/2014	14/394,973	12/3/2015	2015/0072979
357-04	Australia	5/11/2014	2013250714.00
357-05	Europe	2/10/2014	13777543.30
357-06	China	17/12/2014	2013800320658.00
357-07	Brazil	20/10/2014	BR1120140261580
357-08	Japan	4/11/2014	2015-506353

Exhibit A2 : Antiparasitic artemisinn derivatives

Inventors: Prof. Richard Haynes (HKUST)

HKUST ref.: TTC.PA.0072

Application					Publication		Patent
Patent ID	Status	Country	Date	Number	Date	Number	Date	Number
	issued	CN	14/07/1999	99810650.X			24/09/2003	99810650.X
	issued	US	14/07/1999	09/743,827	31/07/2001	US20010743827	10/01/2006	6,984,640

EXHIBIT B

LICENSED KNOW-HOW

[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED

SEPARATELY WITH THE COMMISSION]

EXHIBIT C

INVESTMENT MILESTONES

Investment Milestone	Investment Amount (cumulative total to date)
Within 7 months from the Effective Date	US$700,000
Within 12 months from the Effective Date	US$1,000,000
Within 24 months from the Effective Date	US$2,000,000

EXHIBIT D

CONSULTING SERVICES AGREEMENT

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “ Agreement ”) is entered into as of the Effective Date (as defined below), by and between: Hadasit Medical Research Services and Development Ltd. (“ Hadasit ”), whose address, for the purposes hereof, is P.O. Box 12000, Jerusalem 9112001;

Professor Dana Wolf ( “ Prof. Wolf ”), whose address, for the purposes hereof, is care of Hadasit; and Artemis Therapeutics Inc. (the “ Company ”), whose address, for the purposes hereof, is 1633 Broadway, New York, NY 10019 (each a “ Party ” and collectively, the “ Parties ”) ( Prof. Wolf is also referred to herein as a “ Consultant ”).

WHEREAS , Hadasit is a wholly owned subsidiary of Hadassah Medical Organization (“ HMO ”), and is authorized to enter this Agreement and to utilize HMO’s facilities, employees and agents for purpose of this Agreement, and the Consultant is an employee of HMO;

WHEREAS , Hadasit and the Company are parties to a License Agreement dated May 31, 2016 (the “ License Agreement ”) and shall be parties to a Sponsored Research Agreement as provided thereunder as well as additional Sponsored Research Agreement as provided thereunder as may be entered into from time to time (collectively, the “ Research Agreements ”), pursuant to which Company licenses certain technology and intellectual property invented by the Consultant and shall fund research at the Consultant’s laboratory under her direction and supervision;

WHEREAS , the Company is interested in receiving and Hadasit desires to make Prof. Wolf available to serve as the Company’s Chief Scientific Officer and as a member of its Scientific Advisory Board (“ SAB ”).

NOW , THEREFORE , the Parties agree as follows:

1 EFFECTIVE DATE; SCOPE OF SERVICES

1.1 The “ Effective Date ” of this Agreement is the “Effective Date” in terms of the License Agreement.

1.2 In her capacity as Consultant, Prof. Wolf will participate in SAB meetings and oversee research and development activities of the Company with respect, inter alia , to the intellectual property licensed from Hadasit under the License Agreement outside the laboratories of HMO (the “ Services ”). The Consultant undertakes that in no event shall the Consultant: (a) perform research for or on behalf of the Company, whether at the Company, at HMO or any other location, except as may be agreed by Hadasit and the Company pursuant to the Sponsored Research Agreement executed between Hadasit and the Company contemporaneously with this Agreement; and (b) use any of the resources, personnel or facilities of HMO in the provision of the Services.

1.3 During the Term (as defined below), Hadasit shall make Prof. Wolf available to perform the Services in the scope as set forth herein. The Company acknowledges that the Services rendered to the Company under this Agreement are supplementary to the Consultant’s duties as an active physician at HMO.

1.4 The average total workload of the Services rendered by Prof. Wolf herein shall not exceed 15 hours per month unless otherwise agreed between the Parties in writing.

1.5 The Consultant shall professionally and diligently perform the Services. Without derogating from the Company’s responsibilities hereunder, any amendment to the scope of the Services shall require the written consent of all of the Parties.

1.6 The Consultant undertakes not to knowingly utilize or exploit any proprietary or confidential information of third parties in providing the Services.

1.7 Nothing in this Agreement shall be construed as preventing HMO or the Consultant from providing other consulting, advisory and other services to other persons or entities, provided that the Consultant undertakes that during the term of this Agreement she shall not advise, or assist, or perform any services or work for, any third party who is a competitor of the Company unless she first receives the Company's written consent for such on a case by case basis. For the avoidance of doubt, nothing in this Section 1.7 shall restrict the Consultant from performing any research activities at HMO.

1.8 In case of inconsistency between the terms of this Agreement and the License Agreement, the terms of the License Agreement, and any right, including proprietary rights derived therefrom, shall prevail.

1.9 The Company will reimburse the Consultant for duly documented reasonable out-of pocket expenses incurred by her in the performance of the Services, including travel time (for on-site or any meetings/visits) and travel expenses, as provided in Schedule A hereto.

2 TERM AND TERMINATION

2.1 This Agreement shall become effective from the Effective Date and shall remain in force and effect for a period of three (3) years from the Effective Date (the “ Initial Term ”), and shall be automatically extended for additional twelve (12) month periods thereafter, unless earlier terminated by the Parties as set forth herein (the Initial Term, together with all such additional periods. shall be referred to herein as the “ Term ”).

2.2 Hadasit may terminate this Agreement:

(a) immediately, upon the filing by any person of a petition for the winding-up or liquidation of the Company or the appointment of a receiver over a majority of the assets of the Company, and such petition is not dismissed within twenty-one (21) days;

(b) immediately, in the event of any breach by the Company of any material term of this Agreement, the License Agreement or any Research Agreement and such breach is not cured (if curable) within twenty-one (21) days of delivery to the Company of written notice of such material breach; or

2.3 The Company may terminate this Agreement:

(a)	immediately, upon the filing by any person of a petition for the winding-up or liquidation of Hadasit or the appointment of a receiver over a majority of the assets of Hadasit, and such petition is not dismissed within twenty-one (21) days; or

(b)	immediately, in the event of any breach by either Hadasit or the Consultant of any material term of this Agreement, and such breach is not cured (if curable) within twenty-one (21) days of delivery to Hadasit of written notice of such material breach.; or

(c)	with prior written notice of sixty (60) days, for any reason; provided, however that if Consultant is terminated pursuant to this Section 2.3(c), Consultant shall be nominated to the Company’s scientific advisory board.

2.4 Prof. Wolf may terminate the Agreement with the prior written notice of sixty (60) days, for any reason.

2.5 Termination of this Agreement by any Party shall not affect the rights and obligations of the Parties accrued prior to the effective date of the termination. The rights and obligations under Sections 2 , 5 , 6 , 7 , 8 , 1 0 and 12 will survive any termination or expiration of this Agreement.

3 CONSIDERATION FOR THE SERVICES

In consideration for the performance of the Services contemplated hereunder, and in consideration for the assignment to the Company of all right, title and interest in and to the Consulting Services Results (as set out in Section 6 below), the Company will provide Hadasit with such compensation as is set forth on Schedule A hereto (" Compensation ").

4 REPORTING

The Consultant will provide the Company with such periodical reports as are customary or mutually agreed upon between the Consultant and the Company.

5 CONFIDENTIAL INFORMATION

The provision of Section 13 (“Confidentiality”) of the License Agreement are hereby incorporated into this Agreement by reference and will apply to all Parties, mutatis mutandis , provided that everything generated by the Consultant during provision of the Services shall be deemed Confidential Information of the Company.

6 INTELLECTUAL PROPERTY

6.1 Each Party hereto retains all right, title and interest in any patent, patent application, trade secret, know-how and other intellectual property that was owned by such Party prior to the Effective Date, and no license grant or assignment, express or implied, by estoppel or otherwise, is intended by, or shall be inferred from this Agreement, except as specifically set forth herein.

6.2 Without derogating from the provisions of Section 3 of the License Agreement in any way, any and all deliverables, data, results and materials, and all related inventions, improvements, discoveries and technology, as well as all intellectual property rights in any of the foregoing, which were generated at the Company or at premises of Company contractors or collaborators (other than at HMO) in the course of the Services (the “ Consulting Services Results ”) shall be owned by the Company.

6.3 The Consultant and Hadasit hereby each assign all right, title and interest in and to the Consulting Services Results to the Company, and undertake to cooperate with the Company and to execute all documents, at Company's first request, if and to the extent needed to give full effect to the Company's ownership, on a world-wide basis, of the Consulting Services Results. Hadasit and the Consultant each acknowledges and warrants that: (a) the Compensation rendered to the Consultant and Hadasit under this Agreement includes full compensation for all right, title and interest in and to the Consulting Services being assigned to, and held by, the Company; and (b) should the Consultant claim any right to any compensation in addition to the Compensation set out in Schedule A of this Agreement, Hadasit shall be solely liable to the Consultant in such regard.

7 INDEMNIFICATION, LIMITED LIABILITIES

7.1 The provisions of Sections 11.1 and 11.2 of the License Agreement are hereby incorporated by reference on a mutatis mutandis basis applying to all Parties to this Agreement, subject to the Consultant being liable to the Company for any breach by the Consultant of Section 1.6, Section 5 and/or Section 6 above.

7.2 Nothing contained in this Agreement shall be construed as a warranty by Hadasit and/or by the Consultant that the results of the Services will be useful or commercially exploitable or of any value whatsoever. In addition, and without derogating from the aforementioned, Hadasit and the Consultant disclaim all warranties, either express or implied, with respect to the Services, including without limitation implied warranties of merchantability, efficacy and fitness for a particular purpose. The entire risk arising out of the use of the results of the Services remains solely with the Company.

7.3 Without derogating from the above, except for damages arising from gross negligence or a willful breach or misconduct of Hadasit and/or the Consultant or a breach of any of their confidentiality obligations, if Hadasit or a Consultant are found liable (whether under contract, tort (including negligence) or otherwise), the cumulative liability thereof for all claims whatsoever related to the Services or otherwise arising out of this Agreement, shall not exceed the total consideration actually paid to Hadasit and/or the Consultant by the Company pursuant to this Agreement.

7.4 Neither party shall be liable (whether under contract, tort (including negligence) or otherwise) to any other Party, or any third party for any indirect, incidental or consequential damages, including, without limitation, any loss or damage to business earnings, lost profits or goodwill and lost or damaged data or documentation, suffered by any person, arising from and/or related with and/or connected to this agreement even if such Party is advised of the possibility of such damages.

8 INDEPENDENT CONTRACTORS

Each Party is an independent contractor. Hadasit shall be solely responsible for the payment of the salaries, social rights and any other rights that the Consultant may be entitled to under any applicable law, including any deductions and allocations. Nothing contained herein shall be construed as forming employee-employer relations between the Company and Hadasit’s and HMO’s employees, agents or contractors (including the Consultant).

9 ASSIGNMENTS

This Agreement, and the rights and obligations hereunder, may not be assigned by any Party without the express written consent of the other Parties, which shall not be unreasonably withheld.

10 APPLICABLE LAW

Without derogating from the provision of Section 9 above, this Agreement shall be governed by and construed in accordance with the laws of the State of Israel. The competent courts in Jerusalem, Israel shall have exclusive jurisdiction over any dispute that may arise with respect to this Agreement.

11 ENTIRE AGREEMENT

This Agreement represents the entire understanding of the Parties with respect to the subject matter hereof. In the event of any inconsistency between this Agreement and any schedule hereto, the terms of this Agreement shall govern. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision hereof. This Agreement may be amended only by a written document signed by the Parties.

12 NOTICES

All notices or other communications required or permitted to be made or given hereunder shall be deemed so made or given when hand-delivered or sent by confirmed facsimile, or the day after delivery to a recognized overnight courier service guaranteeing next-day delivery, charges prepaid, and properly addressed to such other party in accordance with the addresses as set forth in the preamble above or at such other address as may be specified by each Party by written notice similarly sent or delivered.

13 COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute together the same document.

[ signatures appear on the following page ]

IN WITNESS WHEREOF , the Parties hereto have duly executed this Agreement as of the Effective Date.

Hadasit Medical Research Services and Development Ltd.			Artemis Therapeutics Inc.
Name:			Name:
Title:			Title:
Signature:			Signature:
Professor Dana Wolf
Signature:

Schedule A

Consideration

A. Service Fee: In consideration for the Services, the Company shall pay Hadasit the following Service Fees:

In respect to Prof. Wolf's Services: a monthly Service Fee of the NIS equivalent of two thousand U.S. dollars (U.S. $2,000) plus value added tax (" Monthly Service Fee ").It is understood and agreed that even if Prof. Wolf provides less than 15 hours of services in any given month, she shall still be paid the Monthly Service Fee.

Each additional hour of Prof. Wolf’s services in excess of 15 hours per month shall be charged at the rate of three hundred US Dollars (US Dollars 300) + VAT.

Days abroad at the Company’s request will be charged at the rate of one thousand five hundred U.S. dollars (U.S. $ 1,500) + VAT.

The Service Fees set forth above shall be paid monthly in arrears, upon submission of a tax invoice to the Company, within thirty (30) days of the date of invoice.

In the event that Company defaults on any payment of the Service Fees when due, then following a grace period of 7 days, such payment shall bear interest equal to the interest charged by Bank Leumi Le Israel B.M. for a loan of the said amount in US$ plus an annual compounded interest of three percent (3%) quarterly from the date such payment was due until the date of its actual payment.

Method of Payment: Either via check, made out to “Hadasit Medical Research Services and Development Ltd.”, or via a bank transfer to the following account:

Account name: Hadasit Medical Research Services & Development Ltd.

Account No.: 561600/82

Bank: Leumi Le’Israel

Main Branch Jerusalem No. 968

Branch Address: 1 Kiryat Mada, Har Hotzvim, Jerusalem 9777601

Interbank Swift Code (TID): LUMIILITXXX

IBAN: IL670109680000056160082

B. Options : Subject to the provisions of the Stock Option Agreement ("ESOP") of the Company that the Board of Directors of the Company shall approve (including, without limitation, the standard requirement to execute and deliver a proxy), and in addition to the above Service Fee, the Company shall grant Consultant and Hadasit (each in the amount as stated below) options, entitling Hadasit and the Consultant to buy 300 shares of Common Stock of the Company (“ Shares ”), constituting in the aggregate three percent (3%) of the Company’s issued and outstanding share capital on a Fully Diluted Basis (as defined below), immediately following the Effective Date, at an exercise price of US$0.01 per Share (the “ Options ”). Any and all taxes applying to the grant and exercise of such Options shall be borne solely by Hadasit and Consultant (as applicable).

The Options shall be divided among Hadasit and Consultant as follows: to Consultant: 250 Options (such number constituting 83.3% of the Options), and to Hadasit: the remaining 50 Options (such number constituting 16.7% of the Options).

The Options shall vest as follows:

1.1.1 On the Effective Date: 1/3 of the Options granted to each of the Consultant and Hadasit will be fully vested and exercisable;

On the first anniversary of the Effective Date: an additional 1/3 of the Options granted to each of the Consultant and Hadasit; and

On the second anniversary of the Effective Date: the remaining 1/3 of the Options granted to each of the Consultant and Hadasit will be fully vested and exercisable.

Notwithstanding the foregoing and anything else herein to the contrary, upon termination of this Agreement by the Company pursuant to Section 2.3(c) or upon termination of this Agreement by Hadasit pursuant to Section 2.2(b) or 2.2(c) any and all unvested Option(s) shall accelerate and become fully vested and exercisable.

The Options, once vested, may be exercised at any time, by written notice to the Company.

The term “ Fully Diluted Basis ” as used herein means the number of Ordinary Shares issued and outstanding at the date of formation of the Company, after giving effect to the conversion and exercise of all outstanding vested and granted convertible securities, options and warrants .

C. Expenses: The Consultant will be reimbursed for out of pocket expenditures related to the performance of the Services, subject to prior written approval of the Company. The Company will cover all reasonable costs of travel, local transportation, stay (including meals) and hotel accommodation for each visit overseas of the Consultant as part of the provision of the Services provided such expenses were agreed in advance. The travel related arrangements (such as decent hotel - at least 4 stars hotel, bookings and flights) shall be arranged and paid by the Company and be subject to the overhead procedures of HMO management (10%).

EXHIBIT E

DEVELOPMENT MILESTONES

Completion of CMC development and manufacturing for Phase I	Q4 2017
Completion of Phase I	Q4 2019
Completion of Phase IIa	Q4 2022
First Regulatory Submission	Q4 2027

EXHIBIT F

DEVELOPMENT PLAN

To be provided by the Company within 6

months of the Effective Date

EXHIBIT G

MILESTONES PAYMENTS

Milestone	Payment (in US$)
First regulatory approval of a Licensed Product for marketing in the US	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
First regulatory approval of a Licensed Product for marketing in the EU	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
Additional regulatory approvals: - For each territory other than EU and US; - For each additional Licensed Product; - For each additional indication / use	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
Net Sales of Licensed Products Milestone Payments (for the avoidance of doubt, for purposes of Milestone Payments, “Net Sales” shall be construed as including amounts actually billed or invoiced by or on behalf of Company and its Affiliates and amounts actually received by or on behalf of its Sublicensees on sales of Licensed Products to third party purchasers) :
Upon first reaching annual Net Sales of Licensed Products equal to $500,000,000.00	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
Upon first reaching annual Net Sales of Licensed Products equal to $1,000,000,000.00	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
Upon first reaching annual Net Sales of Licensed Products equal to $1,500,000,000.00	[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]

EXHIBIT H

EXPERTISE OF PROF. WOLF

Basic, Molecular and Clinical Virology

Molecular biology

Cellular and tissue response to viral infections

New antiviral drugs, antiviral drug susceptibility assays and drug targets

Mechanism of action of antiviral drugs

Antiviral drug resistance-detection assays and molecular mechanism

Cell-and organ cultures

Cytomegalovirus infections in immunocompromised patients

Congenital cytomegalovirustransmission, infection and disease

Epidemiology and impact of viral infections

Advanced viral diagnosis and monitoring

HCMV maternal-fetal transmission model

Viral immune evasion mechanisms

Accessible viral/host genome and proteome analysis

EXHIBIT I

FORM OF SPONSORED RESEARCH AGREEMENT

Name of optionee (the "Optionee"):	Dana Wolf

Date of this Option grant ("Date of Grant")	August 22, 2016

Percentage and number of shares of the Company's Common Stock subject to this Option ("Shares"):	2.499%, or 250 Shares, on the Date of Grant

Option exercise price per Share:	$0.01

Number, if any, of Options that are vested on Date of Grant:	84

Number of Options that are unvested on the Date of Grant:	166

Vesting Start Date:	August 22, 2016
Expiration Date	10 years from the Date of Grant

Percentage Vested	Number of Options Vested	Vesting Event
33% of the total number of Shares subject to the Option	84	Date of Grant
33% of the total number of Shares subject to the Option	83	First anniversary of the Date of Grant, subject to continued engagement
33% of the total number of Shares subject to the Option	83	Second anniversary of the Date of Grant, subject to continued engagement

	ARTEMIS THERAPEUTICS, INC.

/s/ Dana Wolf	By: /s/ Israel Alfassi
Signature of Optionee	Name of Officer: Israel Alfassi
	Title: Chief Executive Officer
Kiryat Hadassah
Address

Jerusalem 911201
City/State/Zip Code

Name of optionee (the “ Optionee ”):	Hadasit Medical Research Services & Development Ltd.

Date of this Option grant (" Date of Grant "):	August 22, 2016

Percentage and number of shares of the Company’s Common Stock subject to this Option (“ Shares ”):	0.501%, or 50 Shares, on the Date of Grant

Option exercise price per Share:	$0.01

Number, if any, of Options that are vested on Date of Grant:	17

Number of Options that are unvested on the Date of Grant:	33

Vesting Start Date:	August 22, 2016
Expiration Date	10 years from the Date of Grant

Percentage Vested	Number of Options Vested	Vesting Event
33% of the total number of Shares subject to the Option	17	Date of Grant
33% of the total number of Shares subject to the Option	17	First anniversary of the Date of Grant, subject to continued engagement of the Consultant
33% of the total number of Shares subject to the Option	16	Second anniversary of the Date of Grant, subject to continued engagement of the Consultant

	ARTEMIS THERAPEUTICS, INC.

/s/ Dr. Tamar Raz	By: /s/ Israel Alfassi
Signature of Optionee	Name of Officer: Israel Alfassi
	Title: Chief Executive Officer
Kyriat Hadassah Ein Kerem
Address

Jerusalem 911201 Israel
City/State/Zip Code

Hadasit Medical Research Services
and Development Ltd.

Name: Dr. Tamar Raz CEO

Title: CEO
Hadasit Medical Research Services
And Development Ltd.

Signature: /s/ Dr. Tamar Raz

HADASIT MEDICAL RESEARCH SERVICES & DEVELOPMENT LTD.	ARTEMIS THERAPEUTICS INC.

Signature: __________________ Name: _____________________ Title: ______________________ Date: __________, 20__	Signature: __________________ Name: _____________________ Title: ______________________ Date: __________, 20__