Amendment to Research and Licensing Agreement

This Amendment to the Research and Licensing Agreement (the “ Amendment ”) is effective as of December 23 ^rd , 2007 (“ Effective Date ”), by and among GammaCan Ltd. (“ GammaCan ”) and Tel Ha’Shomer-Medical Research Infrastructure and Services LTD. (“ THM ”). Each of THM and GammaCan shall be referred to as a “ Party ” or together as the “ Parties ”.

           WHEREAS , GammaCan and THM have entered into a Research and Licensing Agreement, dated December 13, 2005 and acknowledged by Dr. Miri Blank (the “ Original Agreement ”);

           WHEREAS , the Parties hereto wish to amend certain provisions of the Original Agreement for the purpose of including the VitiGam™ Product, which is solely and exclusively owned by GammaCan, in the Research Project (as such term is defined in the Original Agreement) in order for THM to receive royalties from Net Sales and other revenues (as set forth below).

          All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement;

NOW, THEREFORE , in consideration of the mutual promises, covenants, conditions, representations and warranties set forth herein, and intending to be legally bound hereby, the parties agree as follows:

1.

Section 1.2A is hereby added to the Original Agreement as follows:

1.2A. “ GammaCan Rights ”: shall mean all conceptions, intellectual property, inventions, data, information, materials, and rights thereof to: (i) GamtnaCan’s VitiGam™ Product and to the technology and know-how relating to anti-angiogenesis, (ii) the patents and patent applications listed in Exhibit B hereto, acquired by GammaCan from ARP BioMed Ltd. (“ARP”); (iii) the conceptions, know-how and ideas derived from the manuscripts listed in Exhibit C acquired by GammaCan from ARP; (iv) the conceptions, know-how and ideas derived from the presentation attached as Exhibit D acquired by GammaCan from ARP; (v) all conceptions, ideas, inventions, technologies, know-how and scientific and technical information derived from (i), (ii), (iii) or (iv) above; and/or (vi) any patents or patent applications claiming and/or disclosing subject matter of (i), (ii), (iii) and/or (iv) herein (collectively, the “GammaCan Rights”), including any current or prior Research Projects and any and all research activities conducted by THM.

2.

Section 1.4 is hereby deleted in its entirety, and replaced by new Section 1.4 as follows:

1.4 “ Licensed Product ” shall mean any product developed in connection with and/or based on the Subject Technology and covered by a Valid Claim of a Patent, and/or based on the GammaCan Rights.

3.

Section 1.7 is hereby amended as follows: “Appendix 2” shall be renumbered as “Appendix 1”.

4.

Section 1.9 is hereby deleted in its entirety and a new Section 1.9 shall be added as follows:

“ Research Period ” shall mean a two (2) year term beginning on January 1 ^st 2007 and ending on December 31 ^st 2008, and any extension thereof on a going forward calendar year basis to which THM and GammaCan shall mutually agree in writing. If at any time the Principal Investigator has reason(s) to believe work will not be completed within the Research Period, the Principal Investigator will advise GammaCan of the reason(s) and length of time required to complete the Research Project and the Research Period shall be extended accordingly.

5.

Section 1.10 is hereby amended as follows: “Appendix 1” shall be renumbered as “Appendix 2”.

6.

Section 1.12, the following words at the end of Section 1.12 are deleted “In addition, not included in such sublicense consideration is equity investments” and replaced with “In addition, not included in such sublicense consideration are proceeds of fundraising including equity investments, debt, convertible debt, warrants, and any other financial instruments.”

7.

Section 2.1 is hereby deleted in its entirety and a new Section 2.1 shall be added as follows:

The Research Project as set forth in Appendix 2, shall be conducted by and under the direction of the Principal Investigator. THM shall provide personnel, facilities, and resources as required, and in accordance with the Research Project, to accomplish the work necessary to complete the Research Project. The Principal Investigator will be responsible for the execution and implementation of the Research Project in accordance with all applicable policies of the Hospital and all applicable Israeli laws and regulations. The Parties have agreed to the Research Project as set forth in Appendix 2. The Parties agree that sixty (60) days prior to the end of the Research Period both Parties shall have mutually negotiated in good faith and agreed to the continuance of the Research Project as set forth in a future amended appendix. The Parties agree that within three (3) weeks from the Effective Date of this Amendment, the Parties shall have mutually negotiated in good faith and agreed to the Research Project which shall be attached as Appendix 2 of the Original Agreement.

8.

Section 3.4 is hereby deleted in its entirety, and replaced by new Section 3.4 as follows

3.4

Sublicense Fees : In the event that GammaCan or its Affiliates grants a Sublicense to a Sublicensee in a given jurisdiction, GammaCan shall pay sublicense payments to THM as follows:

i)

An amount equal to seven and one half percent (7.5%) of Sublicense Fees actually received from such Sublicensee up to Six Million Six Hundred Sixty Seven Thousand U.S dollars (US$6,666,667); and

ii)

An amount equal to eight percent (8.0%) of Sublicense Fees actually received

from such Sublicensee for all amounts above Six Million Six Hundred Sixty Seven Thousand U.S dollars (US$6,666,667).

9.

A new Section 3.5 shall be added as follows:

3.5

Warrants : Upon the execution and delivery hereof, GammaCan International, Inc. shall execute and deliver to THM a warrant, substantially in the form of Exhibit A , attached hereto, exercisable for an aggregate of 500,000 shares of common stock of GammaCan International, Inc. on the terms, and subject to the conditions, set forth therein. Within 30 days following the acceptance by the U.S. Food and Drug Administration of each new Investigational New Drug (“IND”) application that arises from, and is the direct result of work described in, a current or prior Research Project pursuant to the Research and Licensing Agreement, dated December 13, 2005, as amended by this Amendment thereto, excluding any INDs pertaining to VitiGam™, GammaCan International, Inc. will issue to THM a warrant, substantially in the form of Exhibit A , attached hereto, to acquire an aggregate of 250,000 shares of common stock of GammaCan International, Inc., the exercise price of which shall be the closing price at the date of the issuance thereof. The warrant granted to THM pursuant to this Section 3.5 may not be transferred, assigned, negotiated, or otherwise disposed of in any manner. The securities issued upon the exercise of the warrant may not be transferred, assigned, negotiated, or otherwise disposed of in any manner prior to July 1, 2009, and thereafter solely in accordance with the terms and conditions of the warrant.

10.

Section 4 is hereby deleted in its entirety and replaced by new Sections 4.1 and 4.2 that shall be added as follows:

4.1 Research Funding : During the first year of the Research Period, GammaCan shall pay THM the amount of fifty thousand U.S. dollars (US$50,000) + V.A.T to be paid for research performed by THM pursuant to the Research Project and the terms of this Agreement. During the second year of the Research Period, GammaCan shall pay THM the amount of four hundred and fifty thousand U.S. dollars (US$450,000) + V.A.T to be paid in equal quarterly installments. The above of which is as a result of the delay in the execution of this Amendment. Payments shall be made in Israeli currency according to the prevailing representative rate of exchange on the date of payment. The projected budget made under this Section shall be set forth in Appendix 1, as amended from time to time under his Agreement. The Parties agree that within three (3) weeks from the Effective Date of this Amendment, the Parties shall have mutually negotiated in good faith and agreed to the Research Funds which shall be attached as Appendix 1 of the Original Agreement.

4.2 Financial Records : THM shall keep full and correct books of account, enabling the Project Funds to be calculated and monitored separately. GammaCan or its authorized representatives may, on a quarterly basis, upon written notice to THM, examine and monitor any report, records and information in THM’s or the Research Entity’s book of accounts relating to the Project Funds and performance of this Agreement, in order to monitor the use of the Project Funds, and if they are not being used, adjust the amount of the Project Funds.

11.

In Section 7.3 the following sentence is hereby added prior to the first line:

THM, acting as the trustee of the Hospital and/or the Fund, is and shall be the sole owner of any and all rights, title and interest in and to the Subject Technology and/or in and to any patents resulting from or arising under current or prior Research Projects and any and all related research activities conducted by THM.

12.

A new Section 13.1 shall be added as follows:

Further, THM represents and warrants that they have no rights or standing to pursue any causes of actions, remedies, injunctions, or any other relief, including but not limited to actions in law or equity, or any arbitration or mediation pertaining to the GammaCan Rights, and that THM hereby waives and releases GarnmaCan, ARP, their present, former and future shareholders, subsidiaries, directors, officers, employees, consultants, advisors, affiliates, agents and other representatives, and their respective successors and assignees, from all demands, actions, claims and liabilities whatsoever related, directly or indirectly, in whole or in part, to the GammaCan Rights. Nothing in this Section 13.1, shall preclude either Party from taking action against the other Party for breaches of any other terms and conditions of this Agreement.

13.

A new Section 1.23 shall be added as follows:

1.23 “Royalty Term” shall mean the period commencing on the Effective Date and ending at the later of either: (i) 20 years; or (ii) upon the last to expire of the Patents.

14.

Throughout the Original Agreement, the term “Licensing Term” is hereby replaced with the term “Royalty Term”, and the term “Principal Investigators” is hereby replaced with the term “Principal Investigator”.

15.

Except for the changes and/or additions stated herein, all the other terms of the Original Agreement shall remain valid and bind the parties without any change. In the case of a contradiction between the provisions of this Amendment and the provisions of the Original Agreement, the provisions of this Amendment shall prevail. Without limiting the generality of the foregoing, the term “Agreement” as used in the Original Agreement shall be deemed to be the Agreement as amended by this Amendment.

GammaCan Ltd.

Tel Ha’Shomer -Medical Research
Infrastructure and Services LTD.

By:

By:

Name:

Name:

Date:

Date:

I confirm and agree:

Dr. Miri Blank

Date:

          (i) a completed Election to Purchase, in the form set forth in Exhibit I, executed by the Holder exercising all or part of the purchase rights represented by this Warrant;

          (ii) this Warrant;

          (iii) if this Warrant is not registered in the name of the initial registered Holder, an assignment in the form set forth in Exhibit II hereto evidencing the assignment of this Warrant to the current Holder; and

          (iv) payment of an amount equal to the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise in the form of, at the Holder’s option, (A) a certified or bank cashier’s check payable to the Company, or (B) a wire transfer of funds to an account designated by the Company.