LICENSE AGREEMENT

Exhibit 10.5

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LICENSE AGREEMENT

     This Agreement, effective as of August 10, 1998 (the “Effective Date”), is by and between:

     New York University (hereinafter “NYU”), 550 First Avenue, New York, N.Y. 10016

AND

     Mindset Limited (hereinafter “CORPORATION”), a corporation organized and existing under the laws of the British Virgin Islands, having an office at 1 Beit Eshel St., Old Katamon, Jerusalem 93227, ISRAEL.

RECITALS

     WHEREAS, Dr. Miguel A. Pappolla (hereinafter “the SAMSF Scientist”) of The South Alabama Medical Science Foundation (“SAMSF”) and/or Dr. Blas Frangione and Dr. Jorge Ghiso (hereinafter “the NYU Scientists”) have made certain inventions relating to use of melatonin and melatonin analogs in the prevention or treatment of amyloid-related disorders and in the use of melatonin analogs as anti-oxidants, all as more particularly described in pending U.S. patent applications owned by SAMSF and/or NYU, identified in annexed Appendix I and forming an integral part hereof (hereinafter “the Pre-Existing Inventions”);

     WHEREAS, by a Research and License Agreement made as of the tenth day of August 1998 between SAMSF and Corporation (the “SAMSF Agreement”), SAMSF has agreed to undertake the Research Project (as hereinafter defined);

     WHEREAS, subject to the terms and conditions hereinafter set forth, NYU is willing to grant to CORPORATION and CORPORATION is willing to accept from NYU the License (as hereinafter defined);

     NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto hereby agree as follows:

     1.  Definitions

     a. “Calendar Year” shall mean any consecutive period of twelve months commencing on the first day of January of any year.

     b. “Corporation Entity” shall mean any company or other legal entity which controls, or is controlled by, or is under common control with, CORPORATION; control means the holding of twenty five and one tenth percent (25.1%) or more of (i) the capital and/or (ii) the voting rights and/or (iii) the right to elect or appoint directors.

     c. “Date of First Commercial Sale” shall have the meaning set forth in Section 6.a. hereof.

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     d. “Field” shall mean research, development and testing within pharmaceutical, biotechnological and diagnostic development programs in the field of Alzheimer’s Disease and other central nervous system and neurodegenerative diseases, and in the field of all other possible utilities for melatonin analogs.

     e. “License” shall mean the exclusive worldwide license to practice NYU’s share in the University Research Technology (as hereinafter defined) for the development, manufacture, use and sale of the Licensed Products (as hereinafter defined).

     f. “Licensed Products” shall mean all products, drugs, diagnostic reagents, diagnostic methods, therapeutic agents and therapeutic methods covered by a claim of any unexpired UNIVERSITY Patents (as hereinafter defined) which has not been disclaimed or held invalid by a court of competent jurisdiction from which no appeal has been or can be taken.

     g. “Net Sales” shall mean the total amount invoiced in connection with sales of the Licensed Products to any person or entity that is not a Corporation Entity or a licensee or sublicensee of CORPORATION or a Corporation Entity, after deduction of all of the following to the extent applicable to such sales:

     h. “University Know-How” shall mean the Pre-Existing Inventions and any information and materials including, but not limited to, pharmaceutical, chemical, biological and biochemical products, technical and non-technical data, materials, methods and processes and any drawings, plans, diagrams, specifications, software, and/or other documents containing such information, discovered, developed or acquired by, or on behalf of students or employees of SAMSF pursuant to the SAMSF Agreement during the term and in the course of the Research Project, with the exception of any such know-how which is Corporation Know-How as hereinafter defined.

     i. “CORPORATION Know-How” shall mean any information and materials including, but not limited to, pharmaceutical, chemical, biological and biochemical products, technical and non-technical data, materials, methods and processes and any drawings, plans, diagrams, specification, software and/or other documents containing such information discovered, developed or acquired by, or on behalf of students or employees of Corporation during the term and in the course of the Research Project.

     j. “UNIVERSITY Patents” shall mean all United States and foreign patents and patent applications, and any divisions, continuations, in whole or in part, reissues, renewals and extensions thereof, and pending applications therefor:

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with the exception of all such patents which are CORPORATION Patents as hereinafter defined.

     k. “CORPORATION Patents” shall mean all United States and foreign patents and patent applications, and any divisions, continuations, in whole or in part, reissues, renewals and extensions thereof, and pending applications therefor which claim inventions that are made, in whole or in part, by students or employees of CORPORATION.

     l. “Payment Term” shall mean the period of time commencing on the Effective Date and continuing on a country-by-country basis, if not previously terminated under the terms of this Agreement, for fifteen (15) years) from the Date of First Commercial Sale in such country or until the expiration date of the last to expire of the UNIVERSITY Patents, whichever shall be later.

     m. “Research Project” shall mean the investigations at SAMSF during the Research Period into the Field under the supervision of the SAMSF Scientist in accordance with the research program, described in annexed Appendix II, which forms an integral part hereof.

     n. “Research Technology” shall mean all UNIVERSITY Patents, UNIVERSITY Know-How, CORPORATION Patents and CORPORATION Know-How.

     o. “CORPORATION Research Technology” shall mean all CORPORATION Patents and all CORPORATION Know-How.

     p. “UNIVERSITY Research Technology” shall mean all UNIVERSITY Patents and all UNIVERSITY Know-How.

     2.  Effective Date

     This Agreement shall be effective as of the Effective Date and shall remain in full force and effect until it expires or is terminated in accordance with Section 15 hereof.

3. Title

     a. It is hereby agreed that all right, title and interest, in and to the CORPORATION Research Technology, and in and to any drawings, plans, diagrams, specifications, software, and other documents containing any of the CORPORATION Research Technology shall vest solely in CORPORATION.

     b. Subject to the License granted to CORPORATION hereunder, it is hereby agreed that all right, title and interest, in and to the UNIVERSITY Research Technology, and in and to

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any drawings, plans, diagrams, specifications, software, or other documents containing any of the UNIVERSITY Research Technology, shall vest solely in SAMSF and/or NYU.

     4.  Patents and Patent Applications

     a. At the initiative of CORPORATION or NYU, the parties shall consult with each other regarding the prosecution of all patent applications with respect to the University Research Technology. Any patent applications relating to the Pre-Existing Inventions shall be filed, prosecuted and maintained by Jaeckle, Fleischmann & Mugel, LLP or such other patent counsel selected by SAMSF and CORPORATION. All other patent applications shall be filed, prosecuted and maintained by the law firm of Browdy and Neimark or by other patent counsel jointly selected by NYU and CORPORATION. Copies of all such patent applications and patent office actions shall be forwarded to each of NYU and CORPORATION. NYU and CORPORATION shall each also have the right to have such patent applications and patent office actions independently reviewed by other patent counsel separately retained by SAMSF, NYU or CORPORATION, upon prior notice to and consent of the other parties, which consent shall not unreasonably be withheld and at the cost of the party retaining such counsel.

     b. Upon prior written approval by CORPORATION, all applications and proceedings with respect to the UNIVERSITY Patents shall be filed, prosecuted and maintained by SAMSF and/or NYU at the expense of CORPORATION. Against the submission of invoices, CORPORATION shall reimburse NYU for all costs and fees incurred by NYU during the term of this Agreement, in connection with the filing, maintenance, prosecution and protection and the like of the UNIVERSITY Patents.

     c. NYU and CORPORATION shall assist, and cause their respective employees and consultants to assist, each other in assembling inventorship information and data for the filing and prosecution of patent applications on inventions pertaining to the Research Technology.

     d. If, at any time during the term of this Agreement, CORPORATION decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent applications within the UNIVERSITY Patents, it shall give prompt written notice thereof to NYU, and upon receipt of such notice, CORPORATION shall be released from its obligations to bear all of the expenses to be incurred thereafter as to such countries in conjunction with such patent(s) or patent application(s) and such patent(s) or application(s) shall be deleted from the Research Technology and subject to the rights of SAMSF in relation thereto NYU shall, be free to grant rights in and to such subject matter deleted from the Research Technology in such countries to third parties, without further notice or obligation to CORPORATION, and the CORPORATION shall have no rights whatsoever to exploit such subject matter deleted from the Research Technology in such countries.

     e. Nothing herein contained shall be deemed to be a warranty by NYU

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     5.  Grant of License

     a. Subject to the terms and conditions hereinafter set forth and subject to all United States Government rights whether now existing or to arise after the date hereof, NYU hereby grants to CORPORATION and CORPORATION hereby accepts from NYU the License.

     b. The License granted to CORPORATION in Section 5.a. hereof shall commence upon the Effective Date and shall remain in force on a country-by-country basis, if not previously terminated under the terms of this Agreement, for fifteen (15) years from the Date of First Commercial Sale in such country or until the expiration date of the last to expire of the UNIVERSITY Patents whichever shall be later.

     c. CORPORATION shall be entitled to grant sublicenses under the License on terms and conditions in compliance and not inconsistent with the terms and conditions of this Agreement (except that the rate of royalty may be at higher rates than those set forth in this Agreement) (i) to a Corporation Entity or (ii) to other third parties for consideration and in an arms-length transaction. All sublicenses shall only be granted by CORPORATION under a written agreement, a copy of which shall be provided by CORPORATION under a written agreement, a copy of which shall be provided by CORPORATION to NYU as soon as practicable after the signing thereof. Each sublicense granted by CORPORATION hereunder shall be subject and subordinate to the terms and conditions of this License Agreement and shall contain (inter-alia) the following provisions:

     6.  Payments for License

     a. In consideration for the License granted herein, and during the Payment Term, with respect to each Licensed Product, CORPORATION shall pay to NYU a royalty of *** of

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the Net Sales of CORPORATION or of Corporation Entity or of a licensee or sublicensee of CORPORATION or Corporation Entity. CORPORATION shall inform NYU in writing of the Date of First Commercial Sale with respect to each Licensed Product in each country as soon as practicable after making of each such first commercial sale.

     b. For the purpose of computing the royalties due to NYU hereunder, the year shall be divided into two parts ending on June 30 and December 31. Not later than ninety (90) days after each December and June in each Calendar Year during the Payment Term, CORPORATION shall submit to NYU a full and detailed report of royalties or payments due NYU under the terms of this Agreement for the preceding half year (hereinafter “the Half-Year Report”), setting forth the Net Sales upon which such royalties are computed and including at least

If no royalties or other payments are due, a statement shall be sent to NYU stating such fact. Payment of the full amount of any royalties or other payments due to NYU for the preceding half year shall be made on even date with each Half-Year Report on royalties and payments. CORPORATION shall keep for a period of at least six (6) years after the date of entry, full, accurate and complete books and records consistent with sound business and accounting practices and in such form and in such detail as to enable the determination of the amounts due to NYU from CORPORATION pursuant to the terms of this Agreement.

     c. Within ninety (90) days after the end of each Calendar Year, commencing on the Date of First Commercial Sale CORPORATION shall furnish NYU with a report (hereinafter “the Annual Report”), certified by the President or Chief Financial Officer of CORPORATION relating to the royalties and other payments due to NYU pursuant to this Agreement in respect of the Calendar Year covered by such Annual Report and containing the same details as those specified in Section 7.b. above in respect of the Half-Year Report.

     d. On reasonable notice and during regular business hours, NYU or the authorized representative of NYU shall each have the right to inspect the books of accounts, records and other relevant documentation of CORPORATION or of Corporation Entity and the licensees or sublicensees of CORPORATION insofar as they relate to the production, marketing and sale of the Licensed Products, in order to ascertain or verify the amount of royalties and other payments due to NYU hereunder, and the accuracy of the information provided to NYU in the aforementioned reports.

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     7.  Method of Payment

     a. Royalties and other payments due to NYU hereunder shall be paid to NYU in United States dollars. Any such royalties on or other payments relating to transactions in a foreign currency shall be converted into United States dollars based on the closing buying rate of the Morgan Guaranty Trust Company of New York applicable to transactions under exchange regulations for the particular currency on the last business day of the accounting period for which such royalty or other payment is due.

     8.  Confidential Information

     a. Except as otherwise provided in Section 8.c. and Section 9 below, NYU shall maintain any and all of the University Research Technology in confidence and shall not release or disclose any tangible or intangible component thereof to any third party without first receiving the prior written consent of CORPORATION to said release or disclosure.

     b. Except as otherwise provided in Section 8.c. and 8.d. below, CORPORATION shall maintain any and all of the University Research Technology in confidence and shall not release or disclose any tangible or intangible component thereof to any third party without first receiving the prior written consent of NYU to said release or disclosure.

     c. The obligations of confidentiality on NYU set forth in Section 8.a. and b. shall not apply to any component of the University Research Technology which was part of the public domain prior to the Effective Date of this Agreement or which becomes a part of the public domain not due to some unauthorized act by or omission of the receiving party after the effective date of this Agreement or which his disclosed to the receiving party by a third party who has the right to make such disclosure.

     d. The provisions of Section 8.b. notwithstanding, CORPORATION may disclose the UNIVERSITY Research Technology to third parties who need to know the same in order to secure regulatory approval for the sale of Licensed Products.

     9.  Publication

     a. Prior to submission for publication of a manuscript describing the results of any aspect of the University Research Technology which is not part of the public domain, NYU shall send CORPORATION a copy of the manuscript to be submitted, and shall allow CORPORATION thirty (30) days from the date of such mailing to determine whether the manuscript contains such subject matter for which patent protection should be sought prior to publication of such manuscript, for the purpose of protecting an invention made by the NYU Scientists. Should CORPORATION believe the subject matter of the manuscript contains a patentable invention, then, prior to the expiration of such 30-day period from the mailing date of such manuscript to CORPORATION by NYU, CORPORATION shall give written notification to the sender of the manuscript of its determination that such manuscript contains patentable subject matter for which patent protection should be sought.

     b. After the expiration of such 30-day period from the date of mailing such manuscript to CORPORATION, unless NYU has received the written notice specified above

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from CORPORATION, NYU shall be free to submit such manuscript for publication to publish the disclosed research results in any manner consistent with academic standards.

     c. Upon receipt of such written notice from CORPORATION, NYU will thereafter delay submission of the manuscript for an additional period of up to sixty (60) days to permit the preparation and filing in accordance with Section 4. hereof of a U.S. patent application by CORPORATION on the subject matter to be disclosed in such grant proposal or manuscript. After expiration of such 60-day period, or the filing of a patent application on each such invention, whichever shall occur first, NYU shall be free to submit the manuscript and to publish the disclosed results.

     10.  Infringement of CORPORATION Patents

     a. In the event that NYU acquires information that a third party is infringing one or more of the CORPORATION Patents, the party acquiring such information shall promptly notify CORPORATION in writing of such infringement.

     b. NYU shall cooperate and shall endeavor to cause the NYU Scientists to cooperate with CORPORATION at the request of COOPERATION, including by giving testimony and producing documents lawfully requested, in the prosecution of any suit by CORPORATION for infringement of the CORPORATION Patents; provided, that CORPORATION shall pay all reasonable expenses (including attorneys’ fees) incurred by NYU in connection with such cooperation.

     11.  Infringement of UNIVERSITY Patent

     a. In the event a party to this Agreement acquires information that a third party is infringing one or more of the UNIVERSITY Patents, the party acquiring such information shall promptly notify the other party to the Agreement in writing of such infringement.

     b. In the event of an infringement of a UNIVERSITY Patent, CORPORATION shall be entitled but not required to bring suit against the infringer. Should CORPORATION elect to bring suit against an infringer and NYU is joined as a party plaintiff in any such suit, NYU shall have the right to approve the counsel selected by CORPORATION to represent CORPORATION and NYU such approval not to be unreasonably withheld. The expenses of such suit or suits that CORPORATION elects to bring, including any expenses of NYU incurred in conjunction with the prosecution of such suit or the settlement thereof, shall be paid for entirely by CORPORATION and CORPORATION shall hold NYU free, clear and harmless