MERGER AGREEMENT AND PLAN OF REORGANIZATION

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “ Agreement ”) is entered into as of May 16, 2008, among CELLVINE LTD , an Israeli corporation (“ Cellvine ”), WI-TRON, INC. , a Delaware corporation (“ Parent ”), and WI-TRON ACQUISITION LTD , an Israeli corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”).

WHEREAS , each of the Boards of Directors of Cellvine, Parent and Merger Sub have, pursuant to the laws of their respective country or state of incorporation, approved this Agreement and the consummation of the transactions contemplated hereby, including the merger of Merger Sub with and into Cellvine (the “ Merger ”), and the Boards of Directors of each of Cellvine, Parent and Merger Sub have declared that this Agreement is advisable, fair and in the best interests of their respective shareholders and approved the Merger upon the terms and subject to the conditions set forth herein in accordance with the DGCL and the Israel Companies Law (as each is hereafter defined) and the Board of Directors of each of Merger Sub and Cellvine have determined that considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company (as hereinafter defined) will be unable to fulfill its obligations to its creditors;

WHEREAS , immediately prior to Closing (as defined below), Parent intends to raise, by way of a registration or prospectus-exempt private placement financing, not less than $3 million by issuance of equity securities of Parent on substantially the same terms as set forth on Exhibit A (the “ Financing ”);

WHEREAS , the parties to this Agreement intend that the Merger will qualify as a reorganization pursuant to the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”) Section 368(a)(1)(A) and a tax-free merger event under the Israeli Income Tax Ordinance and the parties have agreed not to take actions that would cause the Merger not to qualify as such a reorganization or tax-free merger; and

WHEREAS , Parent, Merger Sub and Cellvine desire to make certain representations, warranties and agreements in connection with, and establish various conditions precedent to, the Merger; and

NOW, THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the representations, warranties, covenants and agreements of the parties, the parties hereto agree as follows:

1.1    Definitions .

“ 102 Eligible Taxpayer ” shall have the meaning set forth in Section 6.5(a) .

“ Affiliate ” shall mean, as to any Person, any other Person controlled by, under the control of, or under common control with, such Person. As used in this definition, “control” shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“ Amended Articles ” shall have the meaning set forth in Section 2.5(a) .

“ AMEX ” shall mean the American Stock Exchange.

“ Articles ” shall have the meaning set forth in Section 2.5(a) .

“ Cellvine Confidentiality Agreement ” shall have the meaning set forth in Section 4.9(b) .

“ Cellvine Confidentiality Undertaking ” shall have the meaning set forth in Section 4.9(b) .

“ Cellvine Employee Benefit Plans ” shall mean all Employee Benefit Plans with respect to which Cellvine or any Affiliate of Cellvine has any obligation or liability, contingent or otherwise.

“ Cellvine Escrowed Securities ” shall have the meaning set forth in Section 9.3 .

“ Cellvine Financial Statements ” shall have the meaning set forth in Section 4.6 .

“ Cellvine General Meeting ” shall have the meaning set forth in Section 6.3(a) .

“ Cellvine Indemnitees ” shall have the meaning set forth in Section 6.10(a) .

“ Cellvine Intellectual Property ” shall have the meaning set forth in Section 4.9 .

“ Cellvine Lock-up Agreements ” shall have the meaning set forth in Section 6.20(a) .

“ Cellvine Material Agreement ” shall have the meaning set forth in Section 4.8 .

“ Cellvine Merger Proposal ” shall have the meaning set forth in Section 6.3(a) .

“ Cellvine Optionholder ” shall mean a Person who holds any Cellvine Options.

“ Cellvine Options ” shall have the meaning set forth in Section 3.2(b) .

“ Cellvine Option Plan ” shall mean the Cellvine 2004 Option Plan.

“ Cellvine Ordinary Shares ” shall mean the ordinary shares of Cellvine, NIS 0.01 par value per share.

“ Cellvine Preferred A Shares ” shall mean the Series A Preferred Shares of Cellvine, par value NIS 0.01 per share.

“ Cellvine Preferred B Shares ” shall mean the Series B Preferred Shares of Cellvine, par value NIS 0.01 per share.

“ Cellvine Preferred C-1 Shares ” shall mean the Series C-1 Preferred Shares of Cellvine, par value NIS 0.01 per share.

“ Cellvine Preferred C-2 Shares ” shall mean the Series C-2 Preferred Shares of Cellvine, par value NIS 0.01 per share.

“ Cellvine Preferred C-3(1) Shares ” shall mean the Series C-3(1) Preferred Shares of Cellvine, par value NIS 0.01 per share.

“ Cellvine Preferred C-3(2) Shares ” shall mean the Series C-3(2) Preferred Shares of Cellvine, par value NIS 0.01 per share.

“ Cellvine Preferred C-4 Shares ” shall mean the Series C-4 Preferred Shares of Cellvine, par value NIS 0.01 per share.

“ Cellvine Preferred D Shares ” shall mean the Series D Preferred Shares of Cellvine, par value NIS $0.01 per share.

“ Cellvine Preferred Stock ” shall mean the Cellvine Preferred A Shares, the Cellvine Preferred B Shares, the Cellvine Preferred C-1 Shares, the Cellvine Preferred C-2 Shares, the Cellvine Preferred C-3(1) Shares, the Cellvine Preferred C-3(2) Shares, the Cellvine Preferred C-4 Shares and the Cellvine Preferred D Shares.

“ Cellvine Securities ” shall mean collectively the Cellvine Shares, the Cellvine Options and the Cellvine Warrants.

“ Cellvine Securityholder ” shall mean a Person who holds any Cellvine Securities.

“ Cellvine Shareholder ” shall mean a Person who holds any Cellvine Shares.

“ Cellvine Shares ” shall mean the issued and outstanding Cellvine Ordinary Shares and Cellvine Preferred Stock.

“ Cellvine Stock Certificate ” shall have the meaning set forth in Section 3.5 .

“ Cellvine Warrantholder ” shall mean a Person who holds any Cellvine Warrants.

“ Cellvine Warrants ” shall have the meaning set forth in Section 3.3 .

“ Certificate of Merger ” shall have the meaning set forth in Section 2.3 .

“ Closing ” shall mean the consummation of the Merger and the Financing as provided in Section 2.2 .

“ Closing Date ” shall mean the date on which the Closing is completed and shall also have the meaning set forth in Section 2.2 .

“ Closing Escrow Agent ” shall be Greenberg Traurig, P.A.

“ Closing Escrow ” shall have the meaning set forth in Section 7.4 .

“ Code ” shall have the meaning set forth in the preambles to this Agreement.

“ Companies Registrar ” shall have the meaning set forth in Section 2.3 .

“ Confidentiality Agreement ” shall have the meaning set forth in Section 6.15 .

“ DGCL ” shall mean the Delaware General Corporation Law, as amended.

“ Director Nominees ” shall have the meaning set forth in Section 6.9 .

“ Effective Time ” shall have the meaning set forth in Section 2.3 .

“ Electing Securityholder ”   shall have the meaning set forth in Section 6.5(a) .

“ Eligible Market ” shall mean the OTCBB or such other market as the shares of Parent Common Stock are traded.

“ Eligible Taxpayer ” shall have the meaning set forth in Section 6.5(a) .

“ Employee Benefit Plans ” shall mean (i) all “ employee benefit plans ”, (ii) all employment, consulting, individual compensation and collective bargaining agreements and (iii) all other employee benefit plans, policies, agreements, or arrangements, including any bonus or other incentive compensation, stock purchase, equity or equity-based compensation, deferred compensation, change in control, termination, severance, sick leave, vacation, loans, perquisites, salary continuation, health, disability, life insurance and educational assistance plans, policies, agreements or arrangements.

“ Employee Contract ” shall mean any written or oral contract, agreement, arrangement, policy, program, plan or practice (exclusive of any such contract which is terminable within 30 days without liability to the party terminating), directly or indirectly providing for or relating to any employment, consulting, remuneration, compensation or benefit, severance or other similar arrangement, termination of insurance coverage (including any self-insured arrangements), medical-surgical-hospital or other health benefits, workers’ compensation, disability benefits, supplemental employment benefits, vacation benefits and other forms of paid or unpaid leave, retirement benefits, tuition reimbursement, deferred compensation, savings or bonus plans, profit-sharing, stock options, stock appreciation rights or other forms of incentive compensation or post-retirement compensation or benefit, employment guarantee or security, or limitation on right to discipline or discharge, or relating to confidentiality, nonsolicitation, ownership of inventions, noncompetition or similar items which (i) is not an Employee Benefit Plan, (ii) has been entered into or maintained, as the case may be, by a party thereto and (iii) covers any one or more employees.

“ Employment Agreements ” shall mean the employment agreements to be entered into by the Parent and the individuals listed on Schedule 7.3(g) hereto, substantially in the form of Exhibit E , each of which shall include new provisions regarding compensation and provide for a commitment of six (6) months employment and three (3) months required notice of termination and a release of Parent and its Affiliates from rights and claims other than those granted under the Employment Agreements.

“ End Date ” shall mean August 31, 2008.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” shall mean any entity (whether or not incorporated) which would be treated as a single employer with Parent under Sections 414(b), (c), (m) or (o) of the Code and the regulations thereunder.

“ Escrow Agreement ” shall have the meaning set forth in Section 9.3 .

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, together with all rules and regulations promulgated thereunder.

“ Exchange Protocol ” shall mean Schedule 3 describing the manner of determining (i) the number of Cellvine Securities to be exchanged for Parent Shares and (ii) the allocation of Parent Shares, Parent Assumed Options and Parent Assumed Warrants amongst the Cellvine Securityholders, respectively, as specified in Sections 3.1 , 3.2 and 3.3 with the intended effect that is reflected in Section 3.4 . and to be reflected in the worksheets and certified lists to be provided pursuant to the Exchange Protocol.

“ Exhibits ” shall mean the exhibits appended hereto and thereby made part hereof as follows:

“ Financing ” shall have the meaning set forth in the preambles to this Agreement.

“ Financing Liabilities ” shall have the meaning set forth in Section 7.3(n) .

“ GAAP ” shall mean accounting principles generally accepted in the United States of America applied on a consistent basis throughout the periods indicated, and where qualified by “ Israeli ” (i.e. “ Israeli GAAP ”) shall mean accounting principles generally accepted in Israel.

“ Governmental Authority ” shall mean any foreign, federal, national, state or local judicial, legislative, executive or regulatory body, authority or instrumentality, whether Israeli, United States or otherwise.

“ Hazardous Substances ” shall mean any substance, waste, contaminant, pollutant or material that has been determined by any Governmental Authority to be capable of posing a risk of injury to health, safety, property or the environment.

“ Holdback ” shall have the meaning set forth in Section 9.3 .

“ Holding Period ”‘ shall have the meaning set forth in Section 6.5(a) .

“ Indebtedness ” of any Person shall mean, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with applicable GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness and (H) all guaranties in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.

“ Insolvent ” shall mean, with respect to any Person, (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct its business as such business is now conducted and is proposed to be conducted.

“ Intellectual Property ” shall mean all trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights, patents and patent rights, brand names, trade dress, product designs, product packaging, business and product names, logos, slogans, rights of publicity, trade secrets, inventions, formulae, industrial models, processes, designs, specifications, data, technology, methodologies, computer programs (including all source codes), any other confidential and proprietary right or information, whether or not subject to statutory registration, and all related technical information, manufacturing, engineering and technical drawings, know-how and all pending applications for and registrations of patents, trademarks, service marks and copyrights, and the right to sue for past infringement, if any, in connection with any of the foregoing, and all documents, disks and other media on which any of the foregoing is stored.

“ Investment Center ” shall mean the Investment Center at the Israeli Ministry of Industry, Trade and Labor.

“ Israel Companies Law ” shall mean Israel Companies Law 5759-1999.

“ Israeli Company Shareholder Approvals ” shall have the meaning set forth in Section 7.1(a) .

“ Israeli Income Tax Ordinance ” shall mean the Israel Income Tax Ordinance [New   Version].

“ Israeli Offering ” shall have the meaning set forth in Section 6.8(b) .

“ Israeli Income Tax Ruling ”   shall have the meaning set forth in Section 6.5(a) .

“ Israeli Section 102 Tax Ruling ”   shall have the meaning set forth in Section 6.5(a) .

“ Israeli Tax Ruling ” shall have the meaning set forth in Section 6.5 .

“ Law ” shall mean any law, statute, rule, regulation, judgment, decree, order, ordinance, code, regulation, arbitration award, grant, franchise, permit and license or other legally enforceable requirement of or by any Governmental Authority, whether Israeli, United States or otherwise.

“ Letter of Transmittal ” shall mean a letter of transmittal in such form as reasonably presented to the Cellvine Shareholder by Parent a reasonable amount of time prior to the Effective Time.

“ Liability ” shall mean any debt, liability or obligation, whether known or unknown, asserted or unasserted, accrued, absolute, fixed, contingent or otherwise or whether due to or to become due.

“ Lien ” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof and any lien or charge arising by Law.

“ Losses ” shall have the meaning set forth in Section 9.2(a) .

“ Material Adverse Effect ” shall mean, with respect to a specific party, a change (or effect) in the condition (financial or otherwise), properties, assets, liabilities, rights, operations, business, or prospects of such party, which change (or effect), individually or in the aggregate, could reasonably be expected to be materially adverse to such condition, properties, assets, liabilities, rights, operations, business or prospects.

“ Merger ” shall have the meaning set forth in the preambles of this Agreement.

“ Merger Sub Articles ” shall have the meaning set forth in Section 5.1 .

“ Merger Sub General Meeting ” shall have the meaning set forth in Section 6.3(a) .

“ Non-102 Eligible Taxpayer ” shall have the meaning set forth in Section 6.5(a) .

“ Non-Electing Non-102 Holders ” shall have the meaning set forth in Section 6.5(c) .

“ OCS ” shall mean the Office of the Chief Scientist of the Israel Ministry of Industry, Trade and Labor.

“ OTCBB ” shall mean the Over-the-Counter Bulletin Board.

“ Parent Assumed Options ” shall have the meaning set forth in Section 3.2(b) .

“ Parent Assumed Warrants ” shall mean all issued and outstanding Cellvine Warrants assumed by Parent and exercisable for Parent Shares, in accordance with the Exchange Protocol as described in Section 3.3 .

“ Parent By-laws ” shall mean the by-laws of the Parent, as amended.

“ Parent Certificate ” shall mean the Certificate of Incorporation of Parent, as amended.

“ Parent Common Stock ” shall mean Parent’s common stock, $0.0001 par value per share.

“ Parent Confidentiality Agreement ” shall have the meaning set forth in Section 5.12(b) .

“ Parent Convertible Securities ” shall have the meaning set forth in Section 3.4 .

“ Parent Employee Benefit Plans ” shall mean all Employee Benefit Plans with respect to which Parent or any ERISA Affiliate of Parent has any obligation or liability, contingent or otherwise.

“ Parent Financial Statements ” shall have the meaning set forth in Section 5.8(c) .

“ Parent Incentive Compensation Plan ” shall mean, prior to Closing, the Parent Incentive Compensation Plan as to be proposed by Cellvine to be in effect at Closing.

“ Parent Intellectual Property ” shall have the meaning set forth in Section 5.12(a) .

“ Parent Liability Limitation ” shall have the meaning set forth in Section 9.4 .

“ Parent Lock-up Agreements ” shall have the meaning set forth in Section 6.20(b) .

“ Parent Material Agreement ” shall have the meaning set forth in Section 5.11 .

“ Parent Optionholder ” shall mean a Person who holds any Parent Options.

“ Parent Options ” shall mean the outstanding and unexercised options to purchase shares of Parent Common Stock.

“ Parent Preferred Shares ” shall have the meaning set forth in Section 5.7(a) .

“ Parent SEC Reports ” shall have the meaning set forth in Section 5.8(a) .

“ Parent Securities ” shall mean collectively the Parent Shares and any outstanding Parent Convertible Securities.

“ Parent Securities Reports ” shall have the meaning set forth in Section 5.8(a) .

“ Parent Securityholder ” shall mean a Person who holds any Parent Securities.

“ Parent Shares ” shall mean the shares of Parent Common Stock, as constituted immediately prior to the Merger being consummated but after the reverse-split of such shares on a one for 120 basis after the date hereof.

“ Parent Shareholder ” shall mean a Person who holds any Parent Shares.

“ Parent Warrantholder ” shall mean a Person who holds any Parent Warrants.

“ Parent Warrants ” shall mean the outstanding and unexercised warrants to purchase shares of Parent Common Stock.

“ Permitted Lien ” shall mean (i) Liens for current taxes not yet due and payable, and provided for on the applicable financial statements, and (ii) de minimis Liens and defects in title which do not in any case, individually or in the aggregate, materially detract from the value, continued ownership, use or operation of the property subject thereto or materially impair business operations, and that have not arisen other than in the ordinary course of business.

“ Person ” shall mean all natural persons, corporations, business trusts, associations, unincorporated organizations, limited liability companies, partnerships, joint ventures and other entities and Governmental Authorities or any department or agency thereof.

“ Proceeding ” shall mean an action, claim, suit, investigation or proceeding (including, an investigation or partial proceeding, such as a deposition), whether commenced or threatened in writing.

“ Related Agreements ” shall mean all instruments, agreements and other documents executed and delivered or to be executed and delivered pursuant to this Agreement.

“ Related Party ” with respect to any specified Person, shall mean: (i) any Affiliate of such specified Person, or any director, executive officer, general partner or managing member of such Affiliate; (ii) any Person who serves or within the past five years has served as a director, executive officer, partner, member or in a similar capacity of such specified Person; (iii) any immediate family member of a Person described in clause (ii); or (iv) any other Person who holds, individually or together with any Affiliate of such other Person and any member(s) of such Person’s immediate family, more than 1% of the outstanding equity or ownership interests of such specified Person. For the avoidance of doubt, “ Related Party ”, with respect to Parent, shall include Tek Ltd.

“ Schedule of Exceptions ” shall mean a schedule titled as such and, for each party, signed by a representative of each party hereto, which schedule qualifies any representation made herein by such party which is less than fully correct as of the date hereof. The Schedule of Exceptions of each party shall be updated by such party as of Closing, and for such party, signed by a representative of such party and shall include any additional qualifications to any representation made by such party which is less than fully covered and shall also disclose any failure of such party to fully comply with any covenant herein, or any other disclosure deemed necessary or desirable by the party making it, and if and when the schedule is signed and accepted by each other party through its authorized representative, it shall be conclusive proof of the acceptance by the signing parties of any such qualification, disclosure and/or performance failure and acquiescence with such matters for purposes of proceeding to Closing notwithstanding.

“ Schedules ” shall mean the following schedules delivered by Cellvine to Parent and Parent to Cellvine pursuant to this Agreement.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ”   shall mean the Securities Act of 1933, as amended.

“ Shell Company ” shall have the meaning set forth in Section 5.8(f) .

“ Subsidiary ” shall mean, as to any Person, any Affiliate corporation or other entity of which at least the majority of the equity or voting interests are owned, directly or indirectly, by such first Person.

“ Surviving Company ” shall have the meaning set forth in Section 2.1 .

“ Takeover Protections ” shall mean any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under an entity’s charter documents or the laws of its state of incorporation.

“ Tax ” or “ Taxes ” shall include, under the Laws of the United States, Israel or any other jurisdiction, any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or any other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether or not disputed.

“ Tax Return ” shall mean any return, declaration, report, claim for refund, or information return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Triggering Event ” shall have the meaning set forth in Section 6.2(b) .

1.2    Construction .

(a)    The headings and captions used herein are intended for convenience of reference only, and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Agreement.

(b)    As used herein, the singular shall include the plural, the masculine and feminine genders shall include the neuter, and the neuter gender shall include the masculine and feminine, unless the context otherwise requires.

(c)    The words “ hereof, ” “ herein, ” and “ hereunder, ” and words of similar import, when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(d)    Unless specified to the contrary, all references herein to sections, schedules or exhibits shall be deemed to refer to Sections of and Schedules or Exhibits to this Agreement. All Exhibits and Schedules to this Agreement are integrated into this Agreement as if fully set forth herein.

(e)    The words “ include, ” “ includes ” and “ including ” when used herein shall be deemed in each case to be followed by the words “ without limitation . ”

(f)    “ Knowledge ”, “ to the knowledge ”, “ to the best knowledge, information and belief ” or any similar phrase shall be deemed to mean that an individual or the directors or executive officers of an entity (i) is actually aware of a particular fact or matter or (ii) could be expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonable investigation regarding the accuracy of any representation or warranty contained in this Agreement.

(g)    The parties agree that, because all parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any party by reason of that party’s role in drafting this Agreement.

2.1    The Merger . Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 2.3 hereof) in accordance with the provisions of the Israel Companies Law, Merger Sub shall be merged with and into Cellvine. At the Effective Time, the separate existence of Merger Sub shall cease, and Cellvine shall continue as the surviving corporation of the Merger (hereinafter sometimes referred to as the “ Surviving Company ”). For the purposes of the Israel Companies Law and in connection with the Merger, Cellvine shall be deemed to be the “ receiving company ” and Merger Sub shall be deemed to be the “ target company ”.

2.2    The Closing . The closing of the Merger and the other transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Greenberg Traurig P.A., in Miami, Florida, or such other place as agreed by the parties (and with consent of the parties, concurrently in such additional places as is appropriate given the nature of the transactions), commencing at 9:00 a.m. Eastern Standard Time of the second business day following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take (i) at the Closing itself or (ii) as soon as practicable following the Closing, as set forth in Section 7.4 below) or such other date as the parties may mutually determine (the “ Closing Date ”). Schedule 2.2 contains a list of the certificates, securities, funds, consents, authorizations and other documents that are to be delivered by each party to the other party or parties (or to shareholders of the parties and other third parties) at or prior to Closing.

2.3    The Effective Time . The Merger shall become effective on the date and at the time that the Registrar of Companies of the State of Israel (the “ Companies Registrar ”) provides the Surviving Corporation with the certificate of merger (the “ Certificate of Merger ”) in accordance with Section 323(5) of the Israel Companies Law after receipt from Cellvine and the Merger Sub of all required notices in accordance with Part Eight, Chapter One of the Israel Companies Law, as set forth in Section 7.4 below. The time at which the Merger shall become effective as aforesaid is referred to herein as the “ Effective Time ”.

2.4    Effects of the Merger . The Merger shall have the effects provided for herein and in the applicable provisions of the Israel Companies Law. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the properties, rights, privileges, powers and franchises of Cellvine and Merger Sub shall vest in the Surviving Company and all debts, liabilities and duties of Cellvine and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

2.5    Articles of Association; Directors and Officers .

(a)    Articles of Association and Memorandum of Association . Cellvine has made available to Parent the Articles of Association of Cellvine, as in effect as of the date hereof (the “ Articles ”). Simultaneously with the Effective Time, Parent, in its capacity as sole shareholder of the Surviving Company, shall take all necessary actions required to convert all Cellvine Preferred Stock into Cellvine Ordinary Shares and adopt Amended and Restated Articles of Association as determined by Cellvine (the “ Amended Articles ”) and such Amended Articles shall be the Articles of Association of the Surviving Company from and after the Effective Time until further amended in accordance with applicable law.

(b)    Directors and Officers . The directors and officers of Parent and the Surviving Company immediately after the Effective Time shall be as determined by Cellvine, in its sole discretion, and each shall hold their respective offices from and after the Effective Time until their successors shall have been elected and shall have qualified in accordance with applicable Law, or as otherwise provided in the Amended Articles of the Surviving Company, respectfully.

3.1    Conversion and Exchange of Shares in the Merger . Subject to the provisions of this Article III at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or any of the shareholders of any of the foregoing, the outstanding securities of Cellvine and Merger Sub shall be exchanged or assumed or cease to exist, as follows:

(a)    At the Effective Time, each ordinary share of Merger Sub that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder, cease to exist.

(b)    Each Cellvine Share issued and outstanding immediately prior to the Effective Time shall be deemed transferred to Parent in exchange for the right to receive such number of validly issued, fully paid and nonassessable Parent Shares to be calculated in accordance with the Exchange Protocol.

3.2    Cellvine Options .

(a)    Cellvine and Parent shall take any actions necessary and appropriate to cause the Cellvine Option Plan and agreements under which each Cellvine Option, as defined below, was originally granted, to be assumed by Parent effective at the Effective Time, subject to the adjustments required by Section 3.2(b) . Each Cellvine Option as in effect immediately prior to the Effective Time shall continue in all respects as the corresponding Parent Assumed Option.

(b)    Subject to the provisions of Article III, at the Effective Time, each issued, outstanding and unexercised option to purchase Cellvine Shares granted under the Cellvine Option Plan or as otherwise approved by the Cellvine Board of Directors (each, a “ Cellvine Option ”), whether or not exercisable or vested, upon assumption by Parent as required by Section 3.2(a) , shall no longer be exercisable for the purchase of Cellvine Shares, but shall be exercisable for a number of Parent Shares (rounded up to the nearest whole share) and at a price and term to expiration as determined by the Exchange Protocol (each, a “ Parent Assumed Option ”) . Parent shall issue notice of the number of Parent Shares to which each Parent Assumed Option relates to each holder of a Cellvine Option in accordance with the Exchange Protocol.

(c)    Except to the extent required under the terms of the Cellvine Options, all restrictions or limitations on transfer and vesting with respect to Cellvine Options awarded under any plan, program or arrangement of Cellvine, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such Parent Assumed Option after giving effect to the Merger.

(d)    Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Shares for delivery upon exercise of the Parent Assumed Options. Within a reasonably practicable time after the Closing Date, Parent shall file a registration statement with the SEC on Form S-8 or another comparable form, but only if available, with respect to the Parent Shares subject to such Parent Assumed Options and shall use all reasonable efforts to maintain the effectiveness of such registration statement (and maintain the prospectus or prospectuses required thereby) for so long as such Parent Assumed Options remain outstanding.

3.3    Cellvine Warrants . Subject to the provisions of this Article III, at the Effective Time, pursuant to the terms of each outstanding and unexercised warrant to purchase Cellvine Shares (each, a “ Cellvine Warrant ”), each Cellvine Warrant shall be assumed by Parent (each, a “ Parent Assumed Warrant ”) and shall represent the right to acquire upon exercise thereof the number of Parent Shares and at a price and term to expiration as determined by the Exchange Protocol; provided, that the aggregate exercise price of each Cellvine Warrant shall remain unchanged. Parent shall issue each Parent Assumed Warrant to each holder of Cellvine Warrant upon surrender thereof or, if such Cellvine Warrant shall be lost, stolen or destroyed, upon receipt of an affidavit of that fact by the holder thereof and, if required by Parent, the written agreement by such Person to indemnify Parent and Surviving Company against any claim that may be made against it with respect to such Cellvine Warrant. Each Parent Assumed Warrant shall contain the terms and conditions of each Cellvine Warrant so assumed and Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Shares for delivery upon exercise of the Parent Assumed Warrant.

3.4    Intended Effect of Exchange Protocol . Collectively, all Cellvine Shares, Cellvine Options and Cellvine Warrants shall be exchanged for Parent Shares or assumed by Parent so that the number of all issued and outstanding Parent Shares, Parent Assumed Options and Parent Assumed Warrants to which the Cellvine Securityholders are collectively entitled at Closing shall equal 85% of all Parent Shares that would be issued and outstanding immediately after the Merger if all Parent Options, Parent Warrants, Parent Assumed Options and Parent Assumed Warrants were exercised and any Parent securities convertible into Parent Shares as identified in Schedule 3 (“ Parent Convertible Securities ”) were converted, but prior to taking into consideration the Financing. Following such actions and the Effective Time, the number of Parent Shares existing immediately prior to Closing, on a fully diluted basis (treating all Parent Options, Parent Warrants and Parent Convertible Securities on an as-exercised, as-converted basis) shall equal 15% of all Parent Shares that would be issued and outstanding immediately after the Merger, if all Parent Options, Parent Warrants, Parent Assumed Options and Parent Assumed Warrants were exercised and any Parent Convertible Securities were converted, but prior to taking into consideration the Financing.

3.5    Surrender and Exchange of Cellvine Shares . As soon as practicable after the Effective Time, upon (i) surrender of a certificate or certificates representing the Cellvine Shares that were outstanding immediately prior to the Effective Time (each a “ Cellvine Stock Certificate ”) to Parent (or, if such certificates shall be lost, stolen or destroyed, an affidavit of that fact by the holder thereof pursuant to Section 3.8 ) and (ii) delivery to Parent of an executed Letter of Transmittal, Parent shall deliver to the record holder of the Cellvine Shares surrendering such Cellvine Stock Certificate or Certificates (or affidavit of loss in lieu thereof), Parent Shares registered in the name of such shareholder representing the number of Parent Shares to which such holder is entitled under Section 3.1(b) . In the event of a transfer of ownership of Cellvine Shares that is not registered in the transfer records of Cellvine, a certificate (or evidence of such securities in book-entry form) representing the proper number of whole Parent Shares may be issued to a Person other than the Person in whose name the Cellvine Stock Certificate so surrendered is registered, if, upon delivery by the holder thereof, such Cellvine Stock Certificate shall be properly endorsed with signature guaranteed by a bank, brokerage firm, attorney or notary public or shall otherwise be in proper form for transfer and the Person requesting such issuance shall have paid any transfer and other Taxes required by reason of the issuance of Parent Shares to a Person other than the registered holder of such Cellvine Stock Certificate or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not applicable, and shall have demonstrated, to the reasonable satisfaction of Parent, that the transfer of such Cellvine Shares to the requesting person was accomplished in conformity with all applicable Laws and with any other agreements restricting the transfer of the Cellvine Shares to which such Cellvine Shares are subject. As of the Effective Time, each Cellvine Share issued and outstanding immediately prior to the Effective Time shall be deemed transferred to Parent and each certificate or certificates evidencing such shares shall until surrendered, be deemed to represent in the hands of the former Cellvine Shareholder only the right to receive upon surrender, as aforesaid, the consideration specified in Section 3.1(b) .

3.6    Cellvine Transfer Books; No Further Ownership Rights in Cellvine Shares, Options or Warrants . All Parent Shares, Parent Assumed Options and Parent Assumed Warrants issued upon the surrender for exchange of Cellvine Stock Certificates, Cellvine Options or Cellvine Warrants in accordance with the terms of this Article III shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the Cellvine Shares, Cellvine Options or Cellvine Warrants previously represented by such Cellvine Stock Certificates, Cellvine Option agreements or Cellvine Warrant agreements. At the Effective Time, the share transfer books of Cellvine shall be closed and thereafter there shall be no further registration of transfers on the share transfer books of Surviving Company of the Cellvine Shares, Cellvine Options or Cellvine Warrants that were outstanding immediately prior to the Effective Time. Except as otherwise provided for herein or by applicable Law, from and after the Effective Time, the holders of Cellvine Stock Certificates, Cellvine Option agreements and Cellvine Warrant agreements that evidenced ownership of the Cellvine Shares, Cellvine Options and Cellvine Warrants outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Cellvine Shares, Cellvine Options and Cellvine Warrants.

3.7    No Fractional Shares or Warrants . No fraction of a Parent Share (including any Parent Assumed Option or Parent Assumed Warrant to purchase a fraction of a Parent Share) shall be issued upon the surrender for exchange of a Cellvine Stock Certificate, Cellvine Option agreement or Cellvine Warrant agreement (or evidence of such Cellvine Shares, Cellvine Options or Cellvine Warrants in book-entry form), no dividends or other distributions of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. Each holder of Cellvine Shares, Cellvine Options or Cellvine Warrants who would otherwise be entitled to a fraction of or the right to purchase a fraction of a Parent Shares (after aggregating all fractional Parent Shares that otherwise would be received by such holder) shall, receive from Parent, in lieu of such fractional share, one Parent Share.

3.8    Lost, Stolen or Destroyed Certificates or Agreements . If any Cellvine Stock Certificate, Cellvine Option agreement or Cellvine Warrant agreement shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Cellvine Stock Certificate, Cellvine Option agreement or Cellvine Warrant agreement to be lost, stolen or destroyed and, if required by Parent, the written agreement by such Person to indemnify Parent and the Surviving Company, against any claim that may be made against it with respect to such Cellvine Stock Certificate, Cellvine Option agreement or Cellvine Warrant agreement, then in exchange for such lost, stolen or destroyed Cellvine Stock Certificate, Cellvine Option agreement or Cellvine Warrant agreement, Parent will issue Parent Shares, Parent Assumed Options and Parent Warrants pursuant to this Agreement.

Except as set forth on the Schedule of Exceptions delivered to Parent and Merger Sub hereunder, whether or not such Schedule is specifically referenced herein, Cellvine represents and warrants to Parent and Merger Sub as of the date of this Agreement as follows:

4.1    Organization and Existence . Cellvine is a corporation duly organized and validly existing under the Laws of the State of Israel. Cellvine has the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as currently conducted. Cellvine is presently qualified to do business as a foreign corporation in each other jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on Cellvine with respect to its current activities taken as a whole. True and accurate copies of the Cellvine Articles as in effect as of the date hereof have been delivered to Parent and will be delivered to Parent at the Closing to the extent of any changes therein that Parent and Cellvine agree to.

4.2    Corporate Power . Cellvine has all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations hereunder.

4.3    Authorization . Subject to the terms set forth on Schedule 4.3 , all action on the part of Cellvine and its officers, directors and security holders necessary for the authorization, execution and delivery of this Agreement and the performance of its respective obligations hereunder, has been taken or will be taken prior to or upon Closing. This Agreement has been duly executed by Cellvine and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes and will constitute a valid and legally binding obligation of Cellvine, except (i) as limited by Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of Law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

4.4    Subsidiaries . Cellvine does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association, other business entity or Person. Cellvine is not a participant in any joint venture, partnership or similar arrangement. Since its inception, Cellvine has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person.

4.5    Capitalization .

(a)    The registered share capital of Cellvine immediately prior to the Closing shall be NIS 1,500, divided into 85,688 Cellvine Ordinary Shares, nominal value NIS 0.01 each, and 64,312 shares of Cellvine Preferred Stock, of which 5,000 are designated Cellvine Preferred A Shares, nominal value NIS 0.01 each, 2,667 are designated Cellvine Preferred B Shares, nominal value NIS 0.01 each, 3,610 are designated Cellvine Preferred C-1 Shares, nominal value NIS 0.01 each, 3,225 are designated Cellvine Preferred C-2 Shares, nominal values NIS 0.01 each, 1,046 are designated Cellvine Preferred C-3(1) Shares, nominal value NIS 0.01 each, 224 are designated Cellvine Preferred C-3(2) Shares, nominal value NIS 0.01 each, 23,540 are designated Cellvine Preferred C-4 Shares, nominal value NIS 0.01 each, and 25,000 are designated Cellvine Preferred D Shares, nominal value NIS 0.01 each. As of immediately prior to Closing, 5,065 Cellvine Ordinary Shares, 5,000 Cellvine Preferred A Shares, 2,667 Cellvine Preferred B Shares, 3,160 Cellvine Preferred C-1 Shares, 0 Cellvine Preferred C-2 Shares, 1,046 Cellvine Preferred C-3(1) Shares, 224 Cellvine Preferred C-3(2) Shares, 0 Cellvine Preferred C-4 Shares and 19,441 Cellvine Preferred D Shares will be issued and outstanding. All such shares of Cellvine Preferred Stock are convertible into Cellvine Ordinary Shares in accordance with the Cellvine Articles and as set forth on Schedule 4.5 . The Cellvine Ordinary Shares and the Cellvine Preferred Stock have the rights, preferences, privileges and restrictions set forth in the Cellvine Articles under Israeli Law. The Cellvine Securityholders list attached as Schedule 4.5 is true and correct and accurately reflects the number of Cellvine Shares, Cellvine Options and Cellvine Warrants held by each Cellvine Shareholder, Cellvine Optionholder and Cellvine Warrantholder, respectively, as of the date hereof and immediately prior to closing, and the exercise prices of the Cellvine Options and Cellvine Warrants.

(b)    Except as set forth on Schedule 4.5 , all issued and outstanding shares of Cellvine’s capital stock have been duly authorized and validly issued in compliance with applicable Laws, including the Israeli Securities Law, 1968, other applicable securities Laws and the rules and regulations promulgated thereunder, and are fully paid and nonassessable and free and clear of Liens or third party rights and of any restrictions on transfer, except for transfer restrictions of U.S. federal and state securities Laws.

(c)    Except as set forth on Schedule 4.5 , there are no options, warrants, preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution or other rights to purchase or acquire from Cellvine any of Cellvine’s authorized and unissued capital stock. There are no rights to have Cellvine’s capital stock registered for sale to the public in connection with the Laws of any jurisdiction, and to the best knowledge of Cellvine, no agreements relating to the voting of Cellvine’s voting securities (except as contemplated hereby) and no restrictions on the transfer of Cellvine’s capital stock or other equity securities, other than those arising under applicable securities Laws. All outstanding Cellvine Shares, Cellvine Options and Cellvine Warrants were issued pursuant to and in compliance with a valid exemption from registration under the Securities Act, and have been issued in compliance with applicable state securities Laws, as well as all applicable Israeli securities Laws.

4.6    Financial Statements .

(a)    Cellvine has delivered to Parent the audited financial statements of Cellvine as of and for the years ended December 31, 2005 and 2006 and the unaudited financial statements for the year ended December 31, 2007 (the “ Cellvine Financial Statements ”), which are attached as Schedule 4.6 . The Cellvine Financial Statements, together with any notes thereto have been prepared in accordance with GAAP. The Cellvine Financial Statements, together with any notes thereto are true and correct in all material respects and fairly present in all material respects the financial condition, results of operations and cash flow of Cellvine as of the dates, and for the periods, indicated therein, subject, in the case of unaudited interim financial statements to normal year-end audit adjustments, which shall not be material. No event has occurred and nothing has come to the attention of Cellvine since December 31, 2007 to indicate that the Cellvine Financial Statements were not true and correct in all material respects as of the date thereof. Except as set forth in the Cellvine Financial Statements or Schedule 4.6(a) , Cellvine has no liabilities of any nature, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2007 that do not exceed, in the aggregate, $50,000, and (ii) obligations under contracts and commitments incurred in the ordinary course of business, which, individually or in the aggregate, are not material to the financial condition or operating results of Cellvine, and are not required under GAAP to be reflected in the Cellvine Financial Statements.

(b)    The books and records of Cellvine are maintained in material compliance with applicable legal and accounting requirements. Cellvine maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(c)    Except as and to the extent reflected, disclosed or reserved against in the latest audited financial statements included within Cellvine Financial Statements (including the notes thereto) or as set forth in Schedule 4.6(a) , Cellvine has not, since the date of such financial statements, incurred any liabilities, whether absolute, accrued, contingent or otherwise, material to the business, operations, assets, financial condition of Cellvine which are required by GAAP (consistently applied) to be disclosed in such financial statements or the notes thereto, other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice.

4.7    Absence of Certain Changes or Events . Since December 31, 2007, except as set forth on Schedule 4.7 : (i) there has been no event, occurrence or development that, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Effect on Cellvine or which, if taken after the date hereof, would constitute a breach of the covenants set forth in Sections 6.12 or 6.17 ; (ii) Cellvine has not incurred any material liabilities other than in the ordinary course of business consistent with past practice; (iii) Cellvine has not altered its method of accounting or the identity of its auditors; (iv) Cellvine has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock; and (v) Cellvine has not issued any equity securities. Cellvine has not taken any steps to seek protection pursuant to any bankruptcy Law nor does Cellvine have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Cellvine is not Insolvent as of the date hereof, and, after giving effect to the transactions contemplated hereby to occur at Closing, will not be Insolvent.

4.8    Material Agreements . A list of all oral and written material agreements of Cellvine is set forth on Schedule 4.8 (each, a “ Cellvine Material Agreement ”). Cellvine and to Cellvine’s knowledge, each other party thereto, have in all material respects performed all the obligations required to be performed by them to date (or such non-performing party has received a valid, enforceable and irrevocable written waiver with respect to its non-performance), have received no notice of default and are not in default (with due notice, lapse of time or both) under any Cellvine Material Agreement. Cellvine has no knowledge of any breach or anticipated breach by the other party to any Cellvine Material Agreement.

4.9    Intellectual Property

(a)    Cellvine owns or licenses for use (with a right of sublicense) certain Intellectual Property (“ Cellvine Intellectual Property ”), such Cellvine Intellectual Property being all that is necessary for the business of Cellvine as presently conducted. To Cellvine’s Knowledge, neither Cellvine’s current products, material pre-clinical and clinical development candidates and processes to make such candidates, nor any Cellvine Intellectual Property, infringe or will infringe on the valid and existing Intellectual Property rights of others, any other rights of others. No claim is pending or, to Cellvine’s Knowledge, threatened, alleging any such infringement or with respect to the ownership, validity, license or use of, or any infringement resulting from, either the Cellvine Intellectual Property or the sale of any material products or services by Cellvine. No loss or expiration of the Cellvine Intellectual Property is pending or, to the best of Cellvine’s Knowledge, threatened. Set forth on Schedule 4.9 is a complete list of the patents and patent applications, trademark applications and registrations, copyright registrations, and domain name registrations within Cellvine Intellectual Property. There are no outstanding options, licenses or other agreements relating to the Cellvine Intellectual Property, and Cellvine is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property of any other person or entity. Cellvine is not in violation of any license, sublicense or other agreement relating to any Intellectual Property to which it is a party or otherwise bound. Except as set forth on Schedule 4.9 , Cellvine is not obligated to make any payments by way of royalties, fees or otherwise to any owner or licensor of or claimant to any Intellectual Property with respect to the use thereof in connection with the conduct of its business as it is presently conducted. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which Cellvine is a party or by which it is bound that involve indemnification by Cellvine with respect to infringements of Intellectual Property. To Cellvine’s Knowledge, all registrations owned by or on behalf of Cellvine, and applications to Governmental Authorities in respect of such Cellvine Intellectual Property, are valid and in full force and effect. Except as set forth on Schedule 4.9 , to Cellvine’s Knowledge, no Person is infringing on the Cellvine Intellectual Property.

(b)    Schedule 4.19 lists each former and current officer, employee and consultant of Cellvine who had or has access to Cellvine confidential information and/or was or is involved in Cellvine research and development and who has executed a Confidential Information and Invention Assignment Agreement, substantially in the form(s) delivered to Parent (“ Cellvine Confidentiality Agreement ”), and each such agreement remains in full force and effect pursuant to its terms. To Cellvine’s Knowledge, each former and current officer, employee and consultant of Cellvine who had or has access to Cellvine confidential information and/or was or is involved in Cellvine research and development has executed a Cellvine Confidentiality Agreement or are otherwise bound by confidentiality undertakings on terms substantially similar to the Cellvine Confidential Agreement (“ Cellvine Confidentiality Undertaking ”), and each such agreement or undertaking, as the case may be, remains in full force and effect pursuant to its terms. No such officer or employee or consultant is in violation, or, to Cellvine’s Knowledge, threatened breach, of such Cellvine Confidentiality Agreement or Cellvine Confidentiality Undertaking (as the case may be) or of any prior employee contract, proprietary information agreement or other agreement relating to the right of any such individual to be employed by, or to contract with, Cellvine, and, to the best of Cellvine’s Knowledge, the continued employment by Cellvine of its present employees, and the performance of Cellvine’s contracts with its independent contractors, will not result in any such violation. Cellvine has not received any written notice alleging that any such violation has occurred and is not aware of any facts that could reasonably be expected to give Cellvine reason to believe that any violation of any such Confidentiality Agreement or Confidentiality Undertaking (as the case may be) has occurred.

(c)    The Merger does not and will not materially or adversely affect any rights of Cellvine or the Surviving Company to use any material Cellvine Intellectual Property.

4.10    Title to Properties and Assets; Liens . Except as set forth on Schedule 4.10 , Cellvine has good and marketable title to its properties and assets and has good title to all its leasehold interests, in each case, not subject to any Lien or lease, other than Permitted Liens. With respect to the property and assets it leases, Cellvine is in compliance with such leases in all material respects and holds a valid leasehold interest free of all Liens other than Permitted Liens. Cellvine’s properties and assets are in good condition and repair in all material respects. Cellvine does not currently own, and has never owned, any real property.

4.11    Compliance with Other Instruments and Laws . Cellvine is not in violation, breach or default of any provision of the Cellvine’s Articles or Amended Articles. Cellvine is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on Cellvine or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. Cellvine is not in violation of any provision of any federal, state, local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on Cellvine. Cellvine has not received any notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by Cellvine, and Cellvine’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Cellvine Material Agreement or any of the foregoing provisions, require any consent or waiver under any Cellvine Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained), result in the creation of any Lien upon any of the properties or assets of Cellvine, trigger any right of cancellation, termination or acceleration under any Cellvine Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to Cellvine or result in a Material Adverse Effect on Cellvine.

4.12    Litigation . There is no action, suit, proceeding or investigation pending, or to Cellvine’s knowledge, threatened against or affecting Cellvine or its properties or rights before any court or by or before any Governmental Authority. The foregoing includes, without limitation, actions pending, or to Cellvine’s Knowledge, threatened involving the prior employment of any of Cellvine’s employees, their use in connection with Cellvine’s business or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. Cellvine is not a party or subject to, and none of its respective assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any Governmental Authority. There is no action, suit or proceeding initiated by Cellvine currently pending or which Cellvine intends to initiate. There is no action, suit, claim or proceeding pending or, to Cellvine’s Knowledge, threatened, that questions the validity of this Agreement or the right of Cellvine to enter into this Agreement, or to consummate the transactions contemplated hereby.

4.13    Government or Third Party Consents . Except as set forth on Schedule 4.13 , no consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with any Governmental Authority, any court or tribunal, whether Israeli, United States or otherwise, or other third party, is required by Cellvine in connection with the valid execution and delivery of this Agreement or the consummation of any transaction contemplated hereby, except: (i) the qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration, if available) of the offer, issuance and exchange of the Parent Shares and the assumption of the Parent Assumed Options and Parent Assumed Warrants and the issuance of securities issuable upon exercise of the Parent Assumed Options or Parent Assumed Warrants under applicable securities Laws, including Israeli, United States or otherwise; (ii) the conditional listing approval, if any, by the Eligible Market in respect of the Parent Shares to be issued or subject to issuance pursuant to Parent Assumed Options or Parent Assumed Warrants to be assumed or issued in connection with the Merger; (iii) the Israeli Income Tax Ruling and Israeli Section 102 Tax Ruling (with respect to compliance for purposes of the benefits for employees of the “capital gains” track of Section 102); (iv) written notification to the OCS (such notification to include Parent’s written undertaking in the OCS’s customary form); (v) approval of the Investment Center as described in Section 6.6 ; and (vi) approval of proposals to approve the Merger by Cellvine, including class voting and voting in accordance with Section 320(c) of the Israel Companies Law.

4.14    Permits . Cellvine has all Permits necessary for the conduct of its business as now being conducted by it, and Cellvine reasonably believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. Cellvine is not in default in any material respect under any of its Permits. Cellvine has complied in all material respects with all federal, state and foreign Laws applicable to its business.

4.15    Brokers or Finders . In connection with this Agreement and the transactions contemplated hereby, Cellvine has not engaged any brokers, finders or agents, and Cellvine has not incurred, and will not incur, directly or indirectly, as a result of any action taken by Cellvine or any of its affiliates, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges (other than in connection with the Financing).

4.16    Tax Returns and Payments . Cellvine has accurately prepared and timely filed all Israeli and foreign income tax and other Tax Returns required to be filed by it, if any, has paid all taxes, assessments, fees and charges owed by it (regardless of whether shown on any such tax return) and has otherwise made adequate provision for the payment of all taxes, assessments, fees and charges owed by it. Cellvine has withheld or collected from each payment made to each of its employees, the amount of all taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositaries. Cellvine has not been advised in writing (a) that any of its Tax Returns have been or are being audited or (b) of any deficiency in assessment or proposed adjustment to its Israeli, foreign or other Taxes. No assessment or proposed adjustment of Cellvine’s income or other Taxes is pending. Cellvine is not currently the beneficiary of any extension of time within which to file any tax report or Tax Returns. No claim has been made by a Governmental Authority in a jurisdiction where Cellvine does not file reports and returns that it is or may be subject to taxation by tax authorities in that jurisdiction. There are no Liens on any of the assets of Cellvine that arose in connection with the failure or alleged failure to pay any Tax. Cellvine has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or third party. Cellvine has not waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency. Cellvine has not entered into a closing agreement with respect to any Taxes. Cellvine has not made any payments, and is not and will not become obligated under any contract entered into on or before the Closing Date to make any payments in connection with the transactions contemplated by this Agreement, or in connection with a combination of the transactions contemplated by this Agreement and any other event, that will be non-deductible or subject to excise tax or that would give rise to any obligation to indemnify any Person for any excise tax payable. Cellvine is not a party to or bound by any tax allocation or tax sharing agreement and does not have any current or potential obligation to indemnify any other Person with respect to Taxes. Cellvine does not have any liability for taxes of any person as transferee, successor, by contract or otherwise.

4.17    Employees . Schedule 4.17 contains a complete list of all employees of Cellvine and the principal terms of employment for each employee. The employment of each employee of Cellvine is terminable at will. Except as provided under Israeli Law, no employee of Cellvine has been granted the right to continued employment by Cellvine or to any material compensation following termination of employment with Cellvine. To Cellvine’s Knowledge, no employee of Cellvine, nor any consultant with whom Cellvine has contracted, is in violation of any term of any employment contract, noncompetition or proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, Cellvine or any judgment, decree or order of any court or Governmental Authority under which it is subject; and to CellvineR