{"id":42734,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/research-and-development-services-agreement-bio-technology.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"research-and-development-services-agreement-bio-technology","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/research-and-development-services-agreement-bio-technology.html","title":{"rendered":"Research and Development Services Agreement &#8211; Bio-Technology General Corp. and Bio-Technology General (Israel) Ltd."},"content":{"rendered":"<pre>\n                   RESEARCH AND DEVELOPMENT SERVICES AGREEMENT\n\n\n            THIS AGREEMENT, made and entered into as of this 1st day of January,\n1996, by and between BIO-TECHNOLOGY GENERAL CORP., a Delaware corporation ('BTG\nU.S.'), and BIO-TECHNOLOGY GENERAL (ISRAEL) LTD., an Israeli corporation ('BTG\nISRAEL').\n\n\n                              W I T N E S S E T H :\n\n            WHEREAS, BTG ISRAEL has experience in the research and development\nof genetically engineered and other products and has the facilities, equipment\nand employees that will permit it to carry out research and development\nactivities on behalf of BTG U.S.; and\n\n            WHEREAS, BTG U.S. has engaged BTG ISRAEL to render research and\ndevelopment services to BTG U.S. in connection with BTG U.S.' research and\ndevelopment activities, and BTG ISRAEL is willing to provide such services; and\n\n            WHEREAS, BTG U.S. and BTG ISRAEL desire to amend and restate the\nterms under which BTG ISRAEL will continue to provide research and development\nservices to BTG U.S.\n\n            NOW, THEREFORE, in consideration of the foregoing and for other good\nand valuable consideration, the receipt and sufficiency of which are hereby\nacknowledged, the parties hereto hereby agree as follows:\n\n\n            1.    Definitions. The following terms used in this Agreement shall\nhave the meanings set forth below:\n\n            1.1. 'Affiliate' shall mean an entity or person that directly, or\nindirectly through one or more intermediaries, controls, is controlled by, or is\nunder common control with, BTG U.S. For this purpose 'control' means the direct\nor indirect beneficial ownership of fifty percent (50%) or more of an entity's\nvoting stock or equity.\n\n            1.2. 'Chief Scientist' shall mean the office of the Chief Scientist\nof the State of Israel or any successor entity.\n\n            1.3. 'Margin' shall mean a specified percentage of Reimbursable\nCosts determined annually by good faith negotiation between BTG ISRAEL and BTG\nU.S. based upon the percentage an unrelated party would charge BTG U.S. on an\narms' length basis for the services rendered by BTG ISRAEL hereunder.\n\n\n\n                                       -1-\n\n\n\n\n\n\n\n            1.4. 'Principal Investigators' shall mean those scientists and\ntechnicians at Research Institutions who engage or participate in the conduct or\nsupervision of a Sponsored Research Program.\n\n            1.5. 'Product' shall mean each and every product which embodies or\nis manufactured by the use of, or which contains components which embody or are\nproduced by, the Technology.\n\n            1.6. 'Reimbursable Costs' shall mean all direct and indirect costs\n(including without limitation an allocable share of BTG ISRAEL's administrative\nexpenses) incurred by BTG ISRAEL in conducting the Sponsored Research Program or\nin providing technical assistance pursuant to Section 4 hereof, all as\ndetermined in accordance with United States generally accepted accounting\nprinciples. Such costs shall include, without limitation, salaries and wages,\npayroll taxes, contract labor, fringe benefits, facilities (including leasehold\nimprovements) and equipment repair and maintenance expenses, recruitment and\nrelocation expenses, communication expense, supplies, development and prototype\nmaterials, freight and transportation, training, education, travel expenses,\ndata processing costs, license fees, insurance, professional or other outside\npurchased services (including, without limitation, services performed by the\nPrincipal Investigators), depreciation and amortization of, and financing\ncharges for, capital acquisitions made on or after January 1, 1994, sales and\nuse taxes, and periodic lease payments under capital or financing leases of\nassets acquired by BTG ISRAEL or any Research Institution for use in conducting\nthe Sponsored Research Program. Such costs shall not include any exchange losses\nincurred as a result of any fluctuation in the rate of exchange between the\nIsrael Shekel and the U.S. dollar. BTG ISRAEL shall document the allocation of\nindirect costs, which allocations shall be submitted to BTG U.S. for its review\nand approval, which approval shall not be unreasonably withheld. Such allocation\nof indirect costs shall be reviewed by the parties from time to time to\ndetermine whether such allocation should be revised. Notwithstanding the\nforegoing, Reimbursable Costs shall not include the direct and indirect costs of\nthe Sponsored Research Program which are funded by the Chief Scientist unless\nand until BTG ISRAEL is obligated to reimburse the Chief Scientist for such\nfunding, in which event Reimbursable Costs shall include the amounts due the\nChief Scientist in respect of such Sponsored Research Program, up to 100% of the\namount of the Sponsored Research Program funded by the Chief Scientist\n(denominated in U.S. Dollars). All third party costs shall be charged to BTG\nU.S. in an amount equal to the payments made by BTG ISRAEL to any such third\nparty in respect of the research and development.\n\n            1.7. 'Research Institutions' shall mean those universities, research\ninstitutions and other organizations which, pursuant to written agreements with\nBTG ISRAEL, will undertake to conduct, supervise or participate in a Sponsored\nResearch Program.\n\n            1.8. 'Sponsored Research Program' shall mean a research and\ndevelopment program which is conducted by BTG ISRAEL or by one or more Research\nInstitution(s) under an agreement with BTG ISRAEL pursuant to the terms and\nconditions of this Agreement.\n\n\n\n                                       -2-\n\n\n\n\n\n\n\n            1.9. 'Technology' shall mean all information and know-how (general\nand specific) including, without limitation, developments, discoveries,\ninventions, improvements, designs, methods, processes, techniques, devices,\nformulae and trade secrets which hereafter are developed, acquired, conceived,\nresult from or arise in connection with a Sponsored Research Program.\n\n            2.    Research and Development Services.\n\n            2.1. From time to time during the term of this Agreement, BTG ISRAEL\nagrees to undertake, at BTG U.S.'s request, Sponsored Research Programs in\naccordance with the terms of this Agreement. Each such Sponsored Research\nProgram shall be initiated by the submission by BTG U.S. to BTG ISRAEL of a\nwritten proposed project plan which shall include:\n\n                  (i) the estimated budget for the first year of the Sponsored\n            Research Program; and\n\n                  (ii) a proposed development plan setting forth the activities\n            to be carried out, the objectives sought to be achieved, and the\n            projected duration of the Sponsored Research Program.\n\nAny such Sponsored Research Program shall be considered effective and in full\nforce upon written concurrence thereto from an authorized representative of both\nparties. BTG U.S. may make changes to and amend the Sponsored Research Program\nand the project plan from time to time after consulting with BTG ISRAEL.\n\n            BTG ISRAEL hereby agrees to use its best efforts to accomplish the\nresearch contemplated by such Sponsored Research Program, directly and\/or by\narrangement with Research Institutions, including without limitation expending\nsufficient time and effort and allocating sufficient staff, but does not\nguarantee or warrant the results of the Sponsored Research Program.\n\n            2.2. At least ninety (90) days prior to the end of the first year of\nany Sponsored Research Program (or any subsequent year if any Sponsored Research\nProgram is extended), BTG ISRAEL and BTG U.S. shall commence good faith\ndiscussions of the budget and any revisions in the project plan with the intent\nof establishing a one-year budget therefor no later than sixty (60) days prior\nto the end of the current year.\n\n            2.3. During the term of this Agreement, BTG ISRAEL shall devote such\ntime and effort to the performance of services pursuant to this Agreement as may\nbe necessary or appropriate to fulfill its duties as described in Section 2;\nhowever, it is specifically understood and agreed by BTG U.S. that BTG ISRAEL\nshall not be required to devote full time to such services and that BTG ISRAEL\nshall have the right to engage in its own research and development activities,\nwhich may include research and development activities which may be competitive\nwith the Sponsored Research Programs and in other business activities with other\npersons, and BTG U.S. shall not, by virtue of this\n\n\n\n                                       -3-\n\n\n\n\n\n\n\nAgreement, have any right, title or interest in or to such independent\nactivities or to the income or profits derived therefrom and, without limiting\nBTG ISRAEL's obligation to use commercially reasonable efforts to provide\ncertain services hereunder, nothing set forth in this Agreement shall limit or\nreduce the ability of BTG ISRAEL to carry on such other activities.\n\n            2.4. BTG ISRAEL shall maintain its research and development\nfacilities, and shall conduct its research and development services, in\naccordance with Good Laboratory Practices as required from time to time.\n\n            3.    Payment for Services.\n\n            3.1. As compensation for the services to be performed by BTG ISRAEL\nhereunder on behalf of BTG U.S., BTG U.S. agrees to pay to BTG ISRAEL its\nReimbursable Costs incurred in each Sponsored Research Program, all as set forth\nin this Section 3, plus the Margin.\n\n            3.2. At the beginning of each fiscal quarter, BTG U.S. shall advance\nto BTG ISRAEL one quarter of the total budget for each Sponsored Research\nProgram for the fiscal year or such other amount as indicated in the budget for\nthe particular quarter. Within thirty (30) days after the end of each quarter,\nBTG ISRAEL shall furnish to BTG U.S. a written report of its Reimbursable Costs\nfor each Sponsored Research Program for that quarter. If the Reimbursable Costs\nplus the Margin exceed the advance, BTG U.S. shall promptly pay the difference\nto BTG ISRAEL; if such Reimbursable Costs plus the Margin are less than the\nadvance, such difference shall be credited in U.S. dollars toward the advance\nfor the subsequent fiscal quarter. All revenue received by BTG ISRAEL from\npre-commercial sales of products in accordance with Section 5 hereof shall be\ntreated as an advance to BTG ISRAEL pursuant to this Section 3 and shall be\ncredited in U.S. Dollars toward the advance for the subsequent fiscal quarter\ndue BTG ISRAEL pursuant to this Section 3.\n\n            BTG ISRAEL shall keep full and true books of account and other\nrecords in sufficient detail so that the Reimbursable Costs payable to BTG\nISRAEL hereunder can be properly ascertained. BTG ISRAEL agrees, at the request\nof and expense of BTG U.S., to permit an independent certified public accountant\nselected by BTG U.S. (except one to whom BTG ISRAEL has some reasonable\nobjection) to have access, once each calendar year, during ordinary business\nhours, to such books and records as may be necessary to determine in respect to\ninvoices for Reimbursable Costs delivered not more than two (2) years prior to\nthe date of such request the correctness of any determination of the\nReimbursable Costs contained in such invoice, but in no event shall any invoice\nbe reviewed more than once. The basis for any determination of such accountant\nshall be made available for review and comment by BTG ISRAEL and reconsidered if\nBTG ISRAEL so requests, and a further determination made at BTG ISRAEL's expense\nby another nationally recognized independent certified public accountant\nselected by BTG U.S. from among three proposed by BTG ISRAEL and such accountant\nshall make a final determination. Such final determination shall be binding upon\nthe parties hereto.\n\n\n\n                                       -4-\n\n\n\n\n\n\n\n            3.3. BTG ISRAEL shall use its reasonable best efforts to obtain\nfunding on an annual basis for a portion of each Sponsored Research Program from\nthe Chief Scientist.\n\n            3.4. BTG U.S. shall bear all risks of loss attributable to the\nresearch and development activities performed on its behalf by BTG ISRAEL. BTG\nISRAEL shall be entitled to retain the entire amount of Reimbursable Costs plus\nthe Margin received pursuant to this Section, whether or not the research and\ndevelopment work is successful and accomplished the results contemplated by any\nSponsored Research Program.\n\n            4.    Technical Assistance. BTG ISRAEL agrees to make available to\nBTG U.S. or its designee, at reasonable times and places and on reasonable\nnotice, the services of technical personnel to consult with, instruct and assist\nBTG U.S. or its designee in utilizing the Technology.\n\n            5.    Pre-Commercial Sales. BTG ISRAEL shall, at the request of BTG\nU.S., sell products to third parties who have obtained license or distribution\nrights in respect of such products for use by such third parties in conducting\nclinical tests and obtaining regulatory approval to market such products. All\namounts received by BTG ISRAEL in respect of such sales shall, for purposes of\nthis Agreement, be treated as advances of payments due BTG ISRAEL hereunder.\n\n            6.    Reports and Records.\n\n            6.1. BTG ISRAEL shall furnish BTG U.S. within sixty (60) days of the\nend of each of BTG ISRAEL's fiscal quarters a report in such reasonable detail\nas BTG U.S. may request setting forth:\n\n                  (a) the work performed by BTG ISRAEL during such quarter with\n            respect to such Sponsored Research Program; and\n\n                  (b) the status of such Sponsored Research Program at the end\n            of such quarter.\n\nIn addition, BTG ISRAEL shall furnish to BTG U.S. such information regarding the\nstatus of the sponsored Research Program as BTG U.S. may from time to time\nreasonably request.\n\n            6.2. Within ninety (90) days after the completion of such Sponsored\nResearch Program, BTG ISRAEL shall provide to BTG U.S. a final report in such\nreasonable detail as BTG U.S. may request setting forth all Reimbursable Costs\nincurred by BTG ISRAEL in connection therewith.\n\n            6.3. BTG ISRAEL shall keep complete, accurate and authentic\naccounts, notes, data and records relating to such Sponsored Research Program in\nthe manner and form approved by\n\n\n\n                                       -5-\n\n\n\n\n\n\n\nBTG U.S. Such accounts, notes, data and records shall be available for\ninspection and copying by BTG U.S. and its authorized representative during\nregular business hours.\n\n            6.4. BTG ISRAEL shall provide to BTG U.S. such data and information\nresulting from its conduct of the Sponsored Research Program and such reasonable\nassistance as BTG U.S. may reasonably require in connection with preparing\napplications required for governmental approval of, and obtaining approval of,\nthe use, marketing and distribution of the product(s) resulting from the\nSponsored Research Program.\n\n            7.    Ownership and Patents.\n\n            7.1. BTG U.S. shall have exclusive right, title and interest in and\nto the Technology, and BTG ISRAEL shall have no rights with respect thereto. The\nparties hereto recognize and agree that BTG ISRAEL is merely rendering research\nand development services to BTG U.S., and that BTG U.S. is the developer of the\nTechnology.\n\n            Nothing herein is intended to derogate from BTG ISRAEL's ownership\nof the real property, tools, machinery and equipment acquired by it in\nfurtherance of, or incidental to, any Sponsored Research Program, whether or not\nthe research and development work is successful and accomplishes the results\ncontemplated by any such Sponsored Research Program.\n\n            7.2. Any patent applications or patents for the Technology shall be\nowned by BTG U.S., and BTG ISRAEL shall have no rights with respect thereto. BTG\nU.S. shall have sole control over filing and prosecuting applications for United\nStates and foreign patents covering the Technology and shall file and prosecute\nthe same in BTG U.S.'s name. The cost for all such filings and prosecutions\nshall be borne by BTG U.S. BTG ISRAEL agrees to use its best efforts to cause\neach of its employees and consultants and each Research Institution (and each\nPrincipal Investigator thereat) working on a Sponsored Research Program to enter\ninto a binding written agreement, reasonably acceptable to BTG U.S., to the\neffect that (i) if such person is a sole inventor or joint inventor of\nTechnology, such employee, consultant or Principal Investigator will, without\nfurther compensation, provide BTG U.S. with the necessary authorizations, powers\nof attorney and other documents and assistance reasonably requested by BTG U.S.\nto secure and maintain BTG U.S.'s patent rights in the United States and\/or\nforeign countries and (ii) such person shall safeguard the secrecy and\nconfidentiality of, and the proprietary rights of BTG U.S. in and to, the\nTechnology and any information relating thereto, and to use the Technology and\nany information relating thereto solely in connection with such Sponsored\nResearch Program. BTG ISRAEL will use its reasonable efforts to cause such\nemployee(s), consultant(s), Research Institution(s) and Principal\nInvestigator(s) to fulfill their obligations under such agreements.\n\n            Notwithstanding anything herein to the contrary, the parties\nacknowledge that under certain agreements previously entered into by BTG ISRAEL\nwith Research Institutions, patent rights with respect to certain Technology\nare, and will continue to be, owned by such Research Institutions.\n\n\n\n                                       -6-\n\n\n\n\n\n\n\n            7.3. Within sixty (60) days of (i) delivering a certificate signed\nby an officer of BTG ISRAEL certifying completion of a Sponsored Research\nProgram or (ii) termination of such Sponsored Research Program pursuant to\nSection 9 hereof, BTG ISRAEL will transfer and deliver to BTG U.S. all property\nand property rights in which BTG U.S. has ownership rights pursuant to Section\n7.1 above held by or under the control of BTG ISRAEL relating to such Sponsored\nResearch Program.\n\n            8.    Disclosure of Information.\n\n            8.1. BTG ISRAEL shall not furnish copies of documents, patents,\npatent applications, copyrights, drawings, specifications, bills of materials,\ndevices, equipment, prototypes and other information relating to the Technology\nother than as contemplated by this Agreement and shall not, without prior\nwritten approval of BTG U.S., disclose such information to any third party\nexcept to the extent that such disclosure is necessary to BTG ISRAEL's\nperformance of a Sponsored Research Program, and then only if (i) such\ndisclosure is subject to the same limitations on the recipient as on BTG ISRAEL,\nand (ii) such limitations are set forth in a written agreement in form and\nsubstance satisfactory to BTG U.S.\n\n            8.2. Unless previously so delivered, within sixty (60) days after\nthe termination of this Agreement for any reason, BTG ISRAEL shall deliver to\nBTG U.S. all information and all other property in which BTG U.S. has ownership\nrights pursuant to Section 7 of this Agreement.\n\n            8.3. No publication with respect to any activity undertaken pursuant\nto any Sponsored Research Program shall be made, nor any manuscript submitted\nfor publication, without the prior review and written approval of BTG U.S.\n\n            8.4. The parties hereto agree that remedies at law may be inadequate\nto protect against the breach of this Section 8, and in any case of such a\nbreach BTG ISRAEL hereby consents to the granting of injunctive relief, whether\ntemporary, preliminary or final, in favor of BTG U.S. without proof of actual\ndamages.\n\n            8.5. The provisions of this Section 8 shall survive the termination\nof this Agreement notwithstanding the reason for such termination.\n\n            9.    Term and Termination.\n\n            9.1. This Agreement shall commence as of the date first written\nabove, and shall continue in full force and effect unless terminated pursuant to\nthis Section 9.\n\n            9.2. This Agreement shall terminate upon:\n\n                  (a) the mutual consent of the parties hereto; or\n\n\n\n                                       -7-\n\n\n\n\n\n\n\n                  (b) a party sending notice to the other party of termination\n            of this Agreement upon the occurrence of any of the following\n            events:\n\n                        (i) the other party institutes bankruptcy, insolvency,\n                  liquidation or receivership proceedings or proceedings for\n                  reorganization under bankruptcy or comparable laws;\n\n                        (ii) a petition is filed against the other party for any\n                  such proceedings listed in (i) above, the effectiveness of\n                  which is not stayed or dismissed within ninety (90) days after\n                  the filing thereof;\n\n                        (iii) the other party shall make a general assignment\n                  for the benefit of creditors; or\n\n                        (iv) the other party shall commit any material breach of\n                  any of the terms or conditions hereof, and also shall fail to\n                  remedy such default or breach within ninety (90) days after\n                  receipt of written notice thereof from the other party.\n\n            9.3. Notwithstanding the termination of this Agreement as provided\nin this Section 9, the rights and obligations of the parties under Sections 7\nand 8 hereof shall survive such termination and remain in full force and effect.\n\n            10.   Research Institutions and Principal Investigators. BTG ISRAEL\nmay enter into agreements with Research Institutions whereby such institutions\nand\/or the Principal Investigators undertake to perform all or any portion of a\nSponsored Research Program; provided, however, that (except with prior written\napproval of BTG U.S.) no such agreement shall contain any provision which\nrestricts the rights conferred upon BTG U.S. hereunder or diminishes the\nobligations of BTG ISRAEL hereunder which would be required to be performed by\nBTG ISRAEL if no such agreement had been made. Nothing in this Section 10 is\nintended to derogate from the provisions of Section 7.2.\n\n            11.   Relationship of the Parties. Nothing in this Agreement or in\nthe performance hereof shall have the effect of making BTG U.S. and BTG ISRAEL\npartners, joint venturers or each other's agents, and neither shall have the\nright to act on behalf of or bind the other except as expressly provided\nhereunder or otherwise expressly agreed in writing, and each party shall\nindemnify and hold harmless the other against and from any liability arising\nfrom any such act by such party. BTG ISRAEL will render the research and\ndevelopment services provided for herein as an independent contractor.\n\n            12.   Headings. All section headings used in this Agreement are\nsolely for the convenience of the parties and shall not affect the meaning or\ninterpretation of the provisions thereof.\n\n\n\n                                       -8-\n\n\n\n\n\n\n            13.   Governing Law; Consent to Jurisdiction. This Agreement shall\nbe governed by and construed in accordance with the laws of the State of New\nYork (not including its choice of law principles). The parties hereto submit to\nthe exclusive jurisdiction and venue of the Supreme Court of the State of New\nYork and the Federal District Court for the Southern District of New York for\npurposes of any legal action arising out of this Agreement.\n\n            14.   Entire Agreement. This Agreement constitutes the entire\nagreement between the parties with respect to the subject matter hereof and\nsupersedes and replaces all prior agreements, understandings, writings and\ndiscussions between the parties, including without limitation that certain\nResearch and Development Services Agreement, dated as of May 9, 1983, and that\ncertain Amended and Restated Research and Development Services Agreement, dated\nas of December 28, 1995.\n\n            15.   Amendment; Nonwaiver. This Agreement, and any of the terms\nhereof, shall not be modified, amended or waived except by a written instrument\nexecuted by the parties or, in the case of a waiver, by the waiving party. The\nfailure of either party at any time to require performance of any term hereof\nshall not affect its right at a later time to enforce such term. The waiver by\neither party of any condition or term hereof in any one or more instances shall\nnot be construed as a further or continuing waiver of such condition or term.\n\n            16.   Unenforceable Provision. If any provision of this Agreement\nis, or becomes or is deemed to be invalid, illegal or unenforceable in any\nrespect in any jurisdiction, such provision shall be deemed amended to conform\nto applicable laws so as to be valid and enforceable or, if it cannot be so\namended without materially altering the intention of the parties, it shall be\nstricken and the remainder of this Agreement shall remain in full force and\neffect.\n\n            In case any one or more of the provisions contained in this\nAgreement shall be held invalid, illegal or unenforceable in any respect in any\njurisdiction, the validity, legality and enforceability of such provision or\nprovisions shall not in any way be affected or impaired thereby in any other\njurisdiction; and the validity, legality and enforceability of the remaining\nprovisions contained herein shall not in any way be otherwise affected or\nimpaired thereby.\n\n            17.   Notices. All notices and other communications required or\ndesired to be given or sent by one party to the other party shall be in writing,\nin the English language, and shall be deemed to have been given (a) on the date\nof delivery, if delivered to the persons identified below, (b) five calendar\ndays after mailing if mailed, with proper postage, by certified or registered\nairmail, postage prepaid, return receipt requested, addressed as set forth\nbelow, (c) on the date of receipt if sent by telex or telecopy, and confirmed in\nwriting in the manner set forth in (b) on or before the next day after the\nsending of the telex or telecopy, or (d) two business days after delivered to an\ninternationally recognized overnight courier service marked for overnight\ndelivery, as follows:\n\n\n\n                                       -9-\n\n\n\n\n\n\n\n            To BTG U.S.:            Bio-Technology General Corp.\n                                    70 Wood Avenue South\n                                    Iselin, New Jersey 08830\n                                    Attn:  President\n                                    Telecopier:  908-632-8844\n\n            To BTG ISRAEL:          Bio-Technology General (Israel) Ltd.\n                                    Kiryat Weizmann\n                                    Rehovot 76326, Israel\n                                    Attn:  President\n                                    Telecopier:  972-8-409041\n\n            Any party may change such party's address for notices by notice duly\ngiven pursuant to this Section 17.\n\n            18.   Assignment. Neither this Agreement nor any right or obligation\narising hereunder may be assigned by BTG ISRAEL in whole or in part, without the\nprior written consent of BTG U.S., which consent may be withheld in the absolute\ndiscretion of BTG U.S. BTG U.S. may, upon written notice to BTG ISRAEL, assign\nthis Agreement or any part hereof without the prior consent of BTG ISRAEL,\nsubject to any limitation imposed by any agreement (approved by BTG U.S.) to\nwhich BTG ISRAEL is a party. This Agreement shall be binding upon any assignee\nand, subject to the restrictions on assignment herein set forth, inure to the\nbenefit of the successors and assigns of each of the parties hereto.\n\n            19.   Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original; but such counterparts\nshall together constitute but one and the same instrument.\n\n\n\n                                      -10-\n\n\n\n\n\n\n\n            IN WITNESS WHEREOF, the parties have executed this Agreement as of\nthe date first set forth above.\n\n\n                              BIO-TECHNOLOGY GENERAL CORP.\n\n\n                              By:   \/s\/\n                                 ---------------------------------------\n\n                              Title:\n                                    ------------------------------------\n\n\n                              BIO-TECHNOLOGY GENERAL (ISRAEL) LTD.\n\n\n                              By:   \/s\/\n                                 ---------------------------------------\n\n                              Title:\n                                    ------------------------------------\n\n\n\n\n                                      -11-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6900],"corporate_contracts_industries":[9406],"corporate_contracts_types":[9613,9620],"class_list":["post-42734","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bio-technology-general-corp","corporate_contracts_industries-drugs__botanical","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42734","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42734"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42734"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42734"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42734"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}