F-1/A

As filed with the Securities and Exchange Commission on February 22, 2016

Registration No. 333-206557

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

AMENDMENT NO. 9

TO

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Advanced Inhalation Therapies (AIT) Ltd.

(Exact name of registrant as specified in its charter)

State of Israel	2834	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Amir Avniel – President and Chief Executive Officer	Zysman, Aharoni, Gayer and
Advanced Inhalation Therapies (AIT) Ltd. 2 Derech Meir Weisgal	Sullivan & Worcester LLP 1633 Broadway
Rehovot, 7632605 Israel Tel: +972.8.684.3313	New York, NY 10019 Tel: 212.660.5000
(Address, including zip code, and telephone number,	(Name, address, including zip code, and telephone
including area code, of registrant’s principal executive offices)	number, including area code, of agent for service)

Copies to:

Edwin L. Miller Jr.	Eran Ben-Dor	Mitchell S. Nussbaum
Oded Har-Even	Zysman, Aharoni, Gayer & Co.	Angela M. Dowd
Shy S. Baranov	41-45 Rothschild Blvd.	Loeb & Loeb LLP
Zysman, Aharoni, Gayer and	Beit Zion	345 Park Avenue
Sullivan & Worcester LLP	Tel-Aviv, Israel 65784	New York, NY 10154
1633 Broadway	Tel: +972.3.795.5555	Tel: 212.407.4000
New York, NY 10019
Tel: 212.660.5000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof. 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory NOTE

This Amendment is filed solely to file Exhibits 5.1, 5.2 and 10.2 and to reflect such filings in the Index to Exhibits. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 6, 7, or 9 of Part II of the Registration Statement.

Item 8. Exhibits and Financial Statement Schedules

Exhibits:

Number	Exhibit Description
1.1*	Form of Underwriting Agreement by and among the Company and the underwriters named therein
3.1*	Articles of Association of the Company, as currently in effect
3.2*	Amended and Restated Articles of Association of the Company, to be in effect upon completion of this offering
4.1*	Form of Company’s Ordinary Share Certificate
4.2*	Form of Unit Certificate
4.3*	Form of Warrant Certificate (included in Exhibit 4.4)
4.4*	Form of Warrant Agreement between the Company and VStock Transfer LLC, as Warrant Agent
4.5*	Form of Representative’s Warrant (included in Exhibit 1.1)
4.6*	Form of Convertible Promissory Note
4.7*	Form of Amendment to Convertible Promissory Note
5.1	Opinion of Zysman, Aharoni, Gayer & Co., Israeli counsel to the Company, as to the validity of the ordinary shares being offered (including consent)
5.2	Opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP (including consent)
10.1*	Advanced Inhalation Technologies (AIT) Ltd. Amended and Restated 2013 Equity Incentive Plan
10.2	Agreement, dated August 3, 2015, by and between the Company and Ron Bentsur
10.3*	Employment Agreement, dated September 17, 2015, by and between the Company and Amir Avniel
10.4*	Employment Agreement, dated September 9, 2012, by and between the Company and Racheli Vizman
10.5*	Addendum to Employment Agreement, dated May 30, 2013, by and between the Company and Racheli Vizman
10.6*	Addendum to Employment Agreement, dated April 8, 2014, by and between the Company and Racheli Vizman
10.7*	Addendum to Employment Agreement, dated July 12, 2015, by and between the Company and Racheli Vizman
10.8*	License Agreement, dated November 1, 2011, by and between the Company and the University of British Columbia
10.9^*	Non-Exclusive License Agreement, dated October 22, 2013, by and between the Company and SensorMedics Corporation (CareFusion)
10.10*	Option Agreement, dated August 31, 2015, by and between the Company and Pulmonox Technologies Corporation
10.11*	Services Agreement, dated June 11, 2015, by and between the Company and Guberman Consulting Ltd.
10.12*	Employment Agreement, dated October 29, 2015, by and between the Company and Ifat Tal
23.1*	Consent of Kost Forer Gabbay & Kasierer (a Member of EY Global)
23.2*	Consent of Zysman, Aharoni, Gayer & Co. (included in Exhibit 5.1)
24.1*	Power of Attorney (previously filed on the signature page to the registration statement)
99.1*	Representation Letter — Waiver of Certain Provisions of Item 8.F.4 of Form 20-F

* Previously filed. 

^ Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

Financial Statement Schedules:

All financial statement schedules have been omitted because either they are not required, are not applicable or the information required therein is otherwise set forth in the Company’s financial statements and related notes thereto.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement on Form F-1 to be signed on its behalf by the undersigned, thereunto February 22, 2016.

ADVANCED INHALATION THERAPIES (AIT) LTD.
By:	/s/ Amir Avniel
	Amir Avniel
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form F-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ron Bentsur*	Executive Chairman of the Board of Directors	February 22, 2016
Ron Bentsur
/s/ Amir Avniel	President, Chief Executive Officer and Director	February 22, 2016
Amir Avniel	(Principal Executive Officer)
/s/ Yossef Av-Guy*	Chief Scientific Officer and Director	February 22, 2016
Yossef Av-Guy
/s/ Ifat Tal*	VP of Finance	February 22, 2016
Ifat Tal	(Principal Financial and Accounting Officer)
/s/ Ari Raved*	Director	February 22, 2016
Ari Raved
/s/ David Grossman*	Director	February 22, 2016
David Grossman
/s/ Jerome B. Zeldis*	Director	February 22, 2016
Jerome B. Zeldis
*By:  /s/ Amir Avniel
Amir Avniel, Attorney-in-fact

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, the duly authorized representative in the United States of Advanced Inhalation Therapies Ltd., has signed this registration statement on February 22, 2016.

/s/ ZYSMAN, AHARONI, GAYER AND

SULLIVAN & WORCESTER LLP

EX-5.1

Exhibit 5.1

February 22, 2016

To:

Advanced Inhalation Therapies (AIT) Ltd.

2 Derech Meir Weisgal

Rehovot, 7632605 Israel

Re: Registration Statement on Form F-1

Ladies and Gentlemen,

We have acted as Israeli counsel for Advanced Inhalation Therapies (AIT) Ltd., an Israeli company (the “Company”), in connection with the underwritten initial public offering (the “Offering”) by the Company of up to an aggregate of 333,333 units (the “Units”), each consisting of two of the Company’s ordinary shares, no par value (the “Ordinary Shares”) and three warrants (the “Warrants”) each to purchase one Ordinary Share (the “Warrant Shares”), including Units, Ordinary Shares and/or Warrants issuable upon exercise of the underwriters’ over-allotment option, and a warrant (the “Representative’s Warrant” ) to purchase up to 33,333 Ordinary Shares (the “Representative’s Warrant Shares”) issued to the representative of the underwriters. This opinion letter is rendered pursuant to Item 8(a) of Form F-1 of the United States Securities and Exchange Commission (the “SEC”) and Item 601(b)(5) of the SEC’s Regulation S-K under the United States Securities Act of 1933, as amended (the “Act”). The Units, Ordinary Shares, Warrants, Warrant Shares, Representative’s Warrants and the Representative’s Warrant Shares shall be referred to herein collectively as the “Securities.” The Ordinary Shares, Warrant Shares and the Representative’s Warrant Shares shall be referred to herein collectively as the “Offered Shares.”

In connection herewith, we have examined the originals, photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the registration statement on Form F-1 , filed by the Company with the SEC and to which this opinion is attached as an exhibit (the “Registration Statement”); (ii) the exhibits to the Registration Statement including the form of Underwriting Agreement between the Company and Joseph Gunnar & Co., as representatives of the several underwriters (the “Underwriting Agreement”), (iii) copies of the articles of association of the Company, as currently in effect; (iv) copies of the amended and restated articles of association of the Company to become effective concurrently with the Offering; (v) resolutions of the board of directors of the Company which have heretofore been approved which relate to the Registration Statement and the actions to be taken in connection with the Offering; and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made inquires of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that (i) the Securities have been duly authorized for issuance by all necessary corporate action by the Company; (ii) upon payment to the Company of the consideration for the Units and the Representative Warrant, in such amount and form as shall be determined by the board of directors of the Company or an authorized committee thereof, and with respect to the Warrant Shares and Representative’s Warrant Shares, when issued and sold by the Company and paid for in accordance with the terms of the applicable Warrants and Representative’s Warrant, respectively, the Offered Shares, when issued and sold as described in the Registration Statement, will be validly issued, fully paid and non-assessable .

We are members of the Bar of the State of Israel and we do not express any opinion as to the laws of any other jurisdiction other than those of the State of Israel.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” and “Enforceability of Civil Liabilities” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.

We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Ordinary Shares.

Very truly yours,

/s/ Zysman, Aharoni, Gayer & Co. Law Offices

Zysman, Aharoni, Gayer & Co. Law Offices

EX-5.2

Exhibit 5.2

February 22, 2016

Advanced Inhalation Therapies (AIT) Ltd.

2 Derech Meir Weisgal

Rehovot, 7632605 Israel

Re: Registration Statement on Form F-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form F-1 (the “Registration Statement”) being filed by Advanced Inhalation Therapies (AIT) Ltd., an Israeli corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), covering an underwritten public offering of 333,333 of the Company’s units (each a “Unit” and collectively, the “Units”), each consisting of two of the Company’s ordinary shares (the “Ordinary Shares”) and three warrants (the “Warrants”) each to purchase one Ordinary Share, warrants (the “Representative’s Warrants”) to purchase up to an aggregate of 33,333 Ordinary Shares and the Ordinary Shares issuable upon exercise of the Representative’s Warrants, and up to 50,000 Units or up to 100,000 Ordinary Shares and/or up to 150,000 Warrants issuable to the underwriters pursuant to their option to purchase additional Units or Shares and/or Warrants. We understand that the Units are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement to be entered into by and among the Company and the several underwriters substantially in the form to be filed as an exhibit to the Registration Statement (the “Underwriting Agreement”).

We are acting as U.S. securities counsel for the Company in connection with the Registration Statement. We have examined signed copies of the Registration Statement and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company, the articles of association of the Company, as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion. Because the agreement governing the Warrants (the “Warrant Agreement”), the Warrants, the Units and the Representative’s Warrants contain provisions stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of Israel. To the extent that the obligations of the Company under the Warrant Agreement may be dependent upon such matters, we have assumed for purposes of this opinion that (i) VStock Transfer, LLC (the “Warrant Agent”) is and will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is and will be duly qualified to engage in the activities contemplated by, and has the requisite organizational and legal power and authority to perform its obligations under, the Warrant Agreement; (ii) the Warrant Agent will be in compliance with all applicable laws and regulations, with respect to acting as an agent under the Warrant Agreement; and (iii) the Warrant Agreement will be the valid and binding agreement of the Warrant Agent, enforceable against the Warrant Agent in accordance with its terms.

 

Based upon and subject to the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Securities Act, the Warrant Agreement, and each of the Warrants, the Units and the Representative’s Warrants, if and when issued and paid for in accordance with the terms of the Underwriting Agreement and the Warrant Agreement, will be valid and binding obligations of the Company.

The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect). In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

This opinion is rendered to you in connection with the filing of the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement and in any Registration Statement pursuant to Rule 462(b) under the Securities Act. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Zysman, Aharoni, Gayer and

Sullivan & Worcester LLP

EX-10.2

Exhibit 10.2

AGREEMENT

This agreement (the “Agreement”) is entered into as of the 3^rd day of August, 2015 (the “Effective Date”) by and between Advanced Inhalation Therapies (AIT) Ltd., an Israeli corporation (“AIT”), and Ron Bentsur (“Bentsur”).

WHEREAS, AIT intends to undertake an initial public offering (the “IPO”); and

WHEREAS, AIT desires to appoint Bentsur as Chairman of its Board of Directors (the “Board”) and Bentsur desires to serve AIT in such capacity, in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, AIT and Bentsur hereby agree as follows:

1.          Position. AIT hereby appoints Bentsur, and Bentsur hereby agrees to serve, as Chairman of the Board. Bentsur shall perform for AIT the duties customarily associated with the office of Chairman of the Board and such other duties consistent with that position as may be specified in the company’s by-laws and/or applicable law. Bentsur will not engage in any employment, business or other activity that creates an actual or potential conflict of interest with those duties and responsibilities.

2.          Compensation. AIT will pay Bentsur the following compensation and benefits for all services rendered by him under this Agreement:

(a)        Business Expenses. AIT shall reimburse Bentsur for his reasonable travel and other business expenses incurred in providing services under this Agreement, provided that Bentsur submits documentation of such expenses in a form acceptable to AIT.

(b)        Annual Retainer. Commencing on the effective date of the IPO, AIT will pay Bentsur an Annual Retainer at the annualized rate of $75,000. The Annual Retainer shall be paid in equal installments not less often than monthly.

(c)        Equity. AIT will grant Bentsur, subject to the consummation of the IPO, 3,955,000 restricted ordinary shares of AIT. The restricted shares shall vest as follows: fifty percent (50%) of such shares shall vest on the six (6) month anniversary of the IPO, and the remaining fifty percent (50%) of such shares shall vest on the eighteen (18) month anniversary of the IPO. The shares granted hereunder shall be governed by and subject to the terms and conditions of the Share Restriction Agreement entered into between AIT and Bentsur, attached hereto as Exhibit A.

Notwithstanding anything contained herein to the contrary, it is agreed and understood that the shares granted pursuant to this Section 2(c) shall accelerate and vest immediately upon the closing of a Change of Control Transaction (as hereinafter defined), subject to Bentsur serving as Chairman of AIT pursuant to this Agreement on the closing date of a Change of Control Transaction. The term “Change of Control Transaction” shall mean (i) a merger, consolidation, a sale of all or substantially all of the assets or similar transaction of AIT or its subsidiaries with or into or to any other person or entity, where AIT shall not be the surviving entity, or, if AIT is the surviving entity, after which the equity holders of AIT as of the date hereof fail to own at least fifty percent (50%) of the voting or management power of AIT or (ii) other than any public offering of securities, one or more sales of the outstanding capital stock of AIT after which the equity holders of AIT as of the date hereof fail to own at least fifty percent (50%) of the voting or management power of AIT or the surviving person or entity, as applicable.

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Upon the death or “Disability” (as hereinafter defined) of Bentsur, the shares granted pursuant to this Section 2(c) and any unvested portion thereof shall accelerate and vest immediately. The term “Disability” shall mean “permanent and total disability” as defined in Section 22(e)(3) of the U.S. Internal Revenue Code. Upon the death or Disability of Bentsur the shares granted pursuant to this Section 2(c), including any unvested portion, shall be transferred to Bentsur legal heirs.

(d)        Bentsur shall be solely responsible for the payment of, and agrees to pay all income, social security, employment-related or other taxes of any kind incurred as a result of the performance of the services under this Agreement, and for all obligations, reports and timely notifications relating to those taxes, except those imposed on AIT and its subsidiaries. AIT has no obligation to pay or withhold any sums for those taxes. Bentsur will indemnify the Company and hold it harmless from and against any taxes imposed upon or asserted against AIT as a result of or in connection with Bentsur services hereunder other than any taxes arising as a result of the application of U.S. Internal Revenue Code Section 280G.

3.          Term. The term of this Agreement shall commence as of the Effective Date and shall continue for a period of three years from the Effective Date, subject to earlier termination as provided herein. This Agreement shall terminate upon termination by Bentsur or AIT, subject to the terminating party providing sixty (60) days’ prior written notice of termination to the other party.

4.          Payment Upon Termination. In the event that this Agreement and Bentsur services as Chairman are terminated for any reason, AIT will pay Bentsur any earned and accrued Annual Retainer through the termination date and reimburse him for any unpaid business expenses.

5.          Restrictions on Competition; Non-Solicitation.

(a)        Restrictions on Competition. Bentsur agrees that, during his service as Chairman and for a period of one (1) year following the termination of such service for any reason, (the “Restricted Period”), he shall not directly or indirectly, alone or with others, establish, open, reestablish or reopen, or in any manner become engaged, either as an employee, owner, partner, agent, stockholder, director, officer, consultant or otherwise, in any Competing Business in any territory. For purposes of this Agreement, “Competing Business” means any person, corporation or other entity whose main activity is to develop or to sell Nitric Oxide therapeutics products. Any investment Bentsur may make in such business shall not be considered to give rise to a violation of this covenant if the following three (3) conditions are met: (i) the stock of such business is publicly traded, (ii) Bentsur equity interest in such business does not exceed five percent (5%) of the aggregate outstanding equity interests of such business, and (iii) Bentsur does not participate in the management or operational affairs of such business.

(b)        Non-Solicitation of Clients. Bentsur agrees that during the Restricted Period he shall not, either directly or indirectly, alone or with others, solicit any customer of AIT or any subsidiary for the purpose of engaging in a business relationship related to advanced wound care products.

(c)        Non-Solicitation of Employees. Bentsur agrees that during the Restricted Period he shall not, either directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of AIT or any subsidiary to leave the employ of that company,.

6.          Confidentiality.

(a)        Nondisclosure of Confidential Information. During Bentsur service hereunder and after such service ends for any reason, Bentsur will hold in strict confidence and will not disclose, use or publish in any manner (including, without limitation, in print, audio or video or in any manner, on-line or through internet, mobile or cloud based transmission) any Confidential Information (as defined below) of AIT or any subsidiary, except as may be required in the performance of his duties hereunder or with the prior written authorization of the Board. Bentsur recognizes that all Confidential Information shall at all times be the sole property of AIT and/or any subsidiary and its/their assigns or successors in interest.

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(b)        Definition of Confidential Information. The term “Confidential Information” shall include but not be limited to (i) trade secrets, documentation, designs, schematics, catalysts, settings, hardware designs, programming, processes, specifications required to produce material, research and development techniques, ideas, processes, products, handbooks, manuals, machines, compositions, methods, formulas, source and object codes, data, programs, patents, patent applications, know-how, improvements, research projects, formats, discoveries, developments, designs, drawings, techniques, system documentation, special hardware, related software development, computer software and programs, electronic codes; (b) plans for research, development, new products, marketing and selling, business and strategic plans, budgets and financial statements, licenses, prices and costs, suppliers and customers; (c) information concerning sales, sales volume, sales and marketing methods, financial performance, sales proposals, identity of clients, kind of client purchases, sources of supply; (d) information regarding the compensation of executives and employees of AIT and any subsidiary; and (e) other confidential or proprietary information belonging to or relating to the business affairs of AIT and any subsidiary. The term Confidential Information is to be broadly defined and construed to and for the benefit of AIT and any subsidiary, and includes any and all information that has or could have commercial value or other utility in the business in which AIT and any subsidiary are engaged or contemplate engaging in, and all information of which the unauthorized disclosure could be detrimental or adverse to the their interests.

“Confidential Information” shall not include information that (i) is or becomes known to the general public through no breach of an obligation of secrecy by Bentsur, (ii) is disclosed in written form, under no obligation of secrecy, to Bentsur by another party having a legal right to disclose it; or (iii) Bentsur is required to disclose, pursuant to the terms of a subpoena or other lawful process issued by a court or governmental regulatory agency with jurisdiction over AIT and/or any subsidiary, provided however, that Bentsur shall give timely notice to AIT of such required disclosure and shall disclose such information only to the extent required.

7.          Return of Documents. Upon the termination of Bentsur service to AIT for any reason, Bentsur will promptly deliver to AIT all correspondence, drawings, blueprints, manuals, letters, notes, notebooks, reports, flow charts, programs, proposals, product samples, prototypes, any documents concerning AIT’s or any subsidiary’s clients or concerning products or processes used by them, and all documents or materials, including those stored on computers or electronic devices, containing or constituting Confidential Information.

8.          No Prior Agreements. Bentsur represents and warrants that he is not a party to or otherwise subject to or bound by the terms of any contract, agreement, or understanding which in any manner would limit or otherwise affect his ability to perform any obligation under this Agreement. Bentsur further represents and warrants that he will not use or disclose any Confidential Information belonging to prior employers or other persons or entities in the performance of his duties hereunder.

9.          Assignment. This Agreement may not be assigned by any party hereto.

10.        Survival. The covenants and obligations of Bentsur herein which by their terms require performance after the termination of this Agreement shall survive the termination of this Agreement and shall be binding and enforceable until fully satisfied in accordance with the terms of this Agreement.

11.        Waiver. No consent to or waiver of any breach or default in the performance of any obligation hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of any of the same or any other obligations hereunder. No waiver hereunder shall be effective unless it is in writing and signed by the waiving party.

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12.        Complete Agreement; Modification. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous oral or written communications, representations, understandings, contracts or agreements between them. Any modification of this Agreement shall be effective only if set forth in a written document signed by Bentsur and a duly authorized officer of AIT.

13.        Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Israel without giving effect to conflict of law principles.

14.        Counterparts; Section Headings. This Agreement may be executed via facsimile or other electronic transmission and in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The section headings of this Agreement are for convenience only and will not affect the construction or interpretation of any of its provisions.

ADVANCED INHALATION THERAPIES (AIT) LTD. /s/ Amir Avniel
By:	Amir Avniel
Title:	Chief Executive Officer
/s/ Ron Bentsur
Ron Bentsur

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