An addendum to a lease agreement dated from May 25, 2017, dated September 7, 2020 by and among AFI Assets Ltd., AF SHAR Ltd., WIS and BiomX Ltd. (translated from Hebrew)

Exhibit 10.14

CERTAIN INDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO BIOMX LTD. IF PUBLICLY DICSLOSED. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.

Addendum to an Unprotected Lease Contract from 24^th May 2017

prepared and signed in ____ on the _____ day of the month of _______ 2020

Between

The first party;

And

BiomX Ltd.
B.N: 515220556
(Hereinafter – the “Lessee”)

The second party;

It is therefore agreed and stipulated between the parties as follows:

The Lessee declares that as of the date of signing this addendum, they are not aware of any defect or fault in the Additional Area.

The Additional Area will be handed over to the Lessee on the Delivery Date in its condition as is without the Lessor making any work and/or adjustments to it. The Lessee declares that as of the date of signing this addendum, they are not aware of any defect or fault in the Additional Area.

Delay in the delivery of the Additional Area due to reasons dependent on the Lessor and/or those on their behalf will delay and postpone the actual Date of Delivery but not the Lessee's obligations from the Date of Delivery stated above and hereafter, including regarding their obligations to pay rent and management fees, etc. and payments in respect of the Additional Area, in accordance with the provisions of the lease and this addition (without prejudice to section 8 below). The parties agree that insofar as there is an impediment in receiving the Additional Area on the Date of Delivery for a reason dependent on the Lessor or Transferor, as stated in the tripartite agreement attached as Appendix ___, the Date of Delivery and the Determining Date will be postponed accordingly until the impediment is removed. To the extent that there is a delay in handing over possession of the Additional Area for a reason dependent on the said Lessee or transferor, the parties agree that the Lessee will continue to lease the occupied area and seize possession of it, in accordance with the provisions of the Lease and all the dates stated in this addendum will be postponed accordingly. In addition, to the extent that the delay in handing over possession of the Additional Area for a reason dependent on the Lessor or transferor is more than [**], each of the parties will be entitled to cancel this addendum by giving written notice at the end of the [**]and on that date only. If no notice is given on this date by any of the parties, this will constitute a waiver by the parties of the possibility of cancellation in these circumstances as stated.

In the event of cancellation of the said addendum, the Lessee will continue to lease the Returned Area and will continue to occupy it until the end of the Lease and will continue to fulfill all their obligations in relation to the Returned Area, including making payments, all in accordance with the Lease.

Subject to the fulfillment of the conditions listed below, [**]

(The Lease Period in the Additional Area [**] will be referred to together hereinafter as the “Lease Period”).

At the end of the Lease Period in the Additional Area and/or the end of the Lease Period, [**]the Lessee's Lease in the Additional Area will come to an end and the provisions of the Lease regarding the termination of the Lease and the vacating of the Lessee will apply.

[**].

[**].

The Lessor hereby notifies the Lessee that they have a banker's lien and have registered in their favor a first lien in respect of the land on which the Leased Property is built. The aforesaid shall not derogate from the rights of the Lease under this agreement.

It is agreed that the Lessor will participate in the cost of carrying out construction work in the Additional Area only and up to a total amount of [**] (hereinafter: the “Lessor's Participation in the Construction”), which will be paid to the Lessee in the manner and conditions accepted by the Lessor, [**], in return for presenting a legal tax invoice prepared in the name of the Lessor. The Lessee undertakes to bear alone any additional cost that may be required as part of the construction work on the Leased Property. The parties agree that the responsibility for carrying out the construction work on the Leased Property, for all that it entails, including planning and coordination with any relevant party required, will rest solely on the Lessee and the lessor undertakes to sign any documents regarding the construction work as required, as part of their signature as owner in the additional area, provided that this does not impose any financial and/or other obligation on them. It is hereby clarified and agreed that the Lessor's participation in the construction work on the Leased Property as specified above does not impose on the Lessor any liability and/or responsibility in connection with the planning and/or execution of the works on the Leased Property, and the Lessee hereby declares that they will be solely responsible for any approval and/or permit required by law, and will also be responsible for the execution and planning of the construction work on the Leased Property. The Lessee hereby declares and confirms that they do not have and will not have any claim and/or demand and/or lawsuit against the Lessor in this context, except in the case of malice and/or negligence on behalf of the Lessor.

For the avoidance of doubt, the Lessor is not required to carry out any adjustment and/or renovation and/or construction work on the Leased Property themselves.

For the avoidance of doubt, it is hereby clarified that the construction budget as defined below, is determined [**] (and without detracting from the Lessor's rights in this case in case of breach of contract by the Lessee), an amount equal to [**]of the construction budget [**].

Construction budget refund:

During the first Lease Period, the Lessee will pay, at a monthly rate, the construction budget reimbursement, at a rate of [**] (hereinafter: the “Construction Budget Reimbursement”)

It is agreed that the collateral provided by the Lessee to the Lessor in accordance with the provisions of this agreement will also be used to secure the Lessee's undertakings in respect of the aforesaid, all without prejudice to any other relief and/or remedy reserved to the Lessor under this contract and/or any applicable law.

It is clarified that the above does not constitute consent and/or approval to shorten the Lease Period for any purpose.

To ensure the fulfillment of all obligations of the Lessee according to this addendum and according to the Lease, and as a precondition for delivery of possession in the Additional Area by the Lessee, the Lessee will provide the Lessor, no later than the Date of Delivery in the Additional Area, an autonomous bank guarantee in the amount of ___ NIS (hereinafter: the “Supplementary Guarantee”) which will join the existing bank guarantee at the hands of the Lessor. It is clarified that all the provisions of the lease agreement regarding the bank guarantee will apply, respectively, to the Supplementary Guarantee, including the manner of realization, the date and the conditions for returning the guarantee to the Lessee. The sum of the Supplementary Guarantee will be linked to the Basic Index. If the Supplementary Guarantee is not issued on such date, this addendum shall be considered null and void and the Lessee will not have any claim and/or demand and/or lawsuit in connection therewith. The Supplementary Guarantee will be used by the Lessor together with the balance of the collateral deposited with the Lessor to secure the Lessee's obligations in accordance with the Lease and in accordance with this addendum.

Without derogating from the aforesaid, and insofar as the Lessor chooses not to cancel this addendum, then failure to deposit the Supplementary Guarantee on the date stated in this section above will postpone the date of delivery of possession in the Additional Area but not the Lessee's charges under this addendum and under the Lease.

In witness whereof the parties have signed:

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