EnCellX, Inc. entered into an agreement to acquire Cellect Biotherapeutics Ltd. from Cellect Biotechnology Ltd. (NasdaqCM:APOP) on March 24, 2021. The consideration includes a royalty payments of an amount equal to 4% of all Net Sales of Products, EnCellX, Inc. shall pay Cellect Biotechnology Ltd. (NasdaqCM:APOP) the milestone payments within 45 business days of achievement of the applicable milestone(i) Upon receipt by of the first US Regulatory Approval - an amount equal to $8 million, payable in cash; (ii) Upon receipt of the first EU Regulatory Approval - an amount equal to $8 million payable in cash; License Fee of an amount equal to 20% of all License revenues that are received by a group entity during the payment period, up to an aggregate amount of $16 million etc. Upon consummation of an exit transaction, to occur commencing at the Effective Date and until February 28, 2023, the EnCellX, Inc. shall pay, or shall cause Mr. Shai Yarkoni and Mr. Aditya Mohanty to pay Cellect Biotechnology Ltd. (NasdaqCM:APOP), a cash payment in an amount equal to 33.3% of the consideration due and distributable to Mr. Shai Yarkoni and Mr. Aditya Mohanty in connection with the applicable exit transaction. On May 27, 2021, the parties entered into an amended agreement, pursuant to which, EnCellX will make a milestone payment of $6 million upon attainment of the first regulatory approval for the commercial manufacture, marketing and sale of the Product in the United States; a milestone payment of $6 million upon receipt of the first regulatory approval for the commercial manufacture, marketing and sale of the Product in the European Union; during the Payment Period, 20% of all License Revenues in excess of $10 million, subject to a cap of $16 million in the aggregate and reduction by the amount of any milestone payment previously paid; and an exit fee of 33% of the consideration to be paid to Dr. Yarkoni and Mr. Mohanty in connection with an Exit Transaction, in the event an Exit Transaction occurs before February 28, 2023. The transaction is subject to approval from the European Medicines Agency and U.S. Food and Drug Administration. As on August 13, 2021, transaction is recommended by the board of Cellect Biotechnology Ltd. Effective as of the closing of the Merger, Cellect?s executive officers are expected to include Michael Myers as Chief Executive Officer and Denise Carter as Chief Operating Officer. EnCellX, Inc. completed the acquisition of Cellect Biotherapeutics Ltd. from Cellect Biotechnology Ltd. (NasdaqCM:APOP) on October 28, 2021.