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INTEGRATED SECURITY TECHNOLOGIES, INC.
1500 885 West Georgia Street
This letter sets out the agreement ( Agreement ) reached among Integrated Security Technologies, Inc. as purchaser ( IST ) and Hadasit Medical Research Services and Development Ltd. ( Hadasit ) regarding the transfer and sale by Hadasit of patent and patent applications as detailed in Exhibit A hereto and other related state patents and patent applications, including all of the related know-how and technology related to the administering of insulin orally as a method to replace insulin injections (collectively, the Patent ) to IST, upon the terms and conditions set forth herein.
Consulting Agreement
Closing and Definitive Agreements
Representations and Covenants of IST
to any Hadasit Inventor pursuant the Hadasit's internal guidelines or otherwise will be payable to such Hadasit Inventor solely by Kidron and Nadav Kidron, jointly and severally. In no event, including the event described in this subsection (d), shall the consideration paid to Hadasit be reduced and/or altered in any manner in order to compensate the Hadasit Inventor.
credit to Hadasit, HMO, and their employees in any publication relating to the Clinical Trials and/or the Patents, in whatever media, including application(s) to official authorities or presentations to potential investors. The parties acknowledge that IST is a reporting issuer in the United States and as such must file a copy of this agreement with the US Securities and Exchange Commission, which will be open for inspection by any party over the internet. Additionally, IST will be required to make full disclosure in material change reports and in its periodic reports and other regulatory filings all aspects of this transaction and the developments that flow from it, including the use of Hadasit s name. Hadasit hereby consents to all such filings.
Representations and Covenants of Hadasit
the Intellectual Property to the SEC and agrees to fully co-operate to provide in a timely manner such information and disclosure about the Intellectual Property, its inventors as IST s legal counsel and auditors may request.
If the foregoing correctly sets out the terms of our agreement, please execute this letter in the space provided.
INTEGRATED SECURITY TECHNOLOGIES, INC.
| Per: | /s/ Randy White | |
| Authorized Signatory |
AGREED TO AND ACCEPTED THIS 17th DAY OF February, 2006.
I hereby acknowledge, confirm and agree to the provisions of the above agreement. Without derogating form the generality of the aforesaid, I hereby:
2 Elsa Street, Jersusaleum, Israel
_______________________
I hereby acknowledge, confirm and agree to the provisions of the above agreement. Without derogating form the generality of the aforesaid, I hereby undertake to fully comply with the provisions of Section 15(d) of the Agreement.
2 Elsa Street, Jersusaleum, Israel
_______________________
| Name | Status |
| USA Patent Application 60/718716 | Not expired |
| USA: Patent Number: 4,579,730 | expired |
| Patent application in Israel: 114673 from 19.7.95 | expired |
| Patent Application in USA: 08/983612 Art. Unit: 1653 | expired |