Exhibit 10.6

Certain confidential information contained in this document, marked by brackets and asterisk, has been

omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be

competitively harmful if publicly disclosed

Agreement

This Agreement (the “Agreement”) is made and entered into this 30th day of May, 2022 (“Effective Date”) by and between Polyrizon Ltd., Company Number 513637025 located at 5 Hatidhar St. R’annana, Israel. (“Polyrizon”), and SciSparc Ltd., Company No. 513581652 located at 20 Raul Walenberg St., Tel Aviv, Israel (“SciSparc”). (Collectively referred to as “Parties” and each may be referred individually as a “Party”).

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

In this Agreement:

It is agreed that SciSparc shall notify Polyrizon within three business days as of the completion of each Milestone that is carried out by SciSparc. In addition, it is hereby agreed that the Steering Committee shall provide updates to Polyrizon as to the progress of each Milestone that is being carried out by SciSparc.

Upon the completion of each Milestone: (i) SciSparc shall pay to Polyrizon the applicable Development Milestone Fee as set out in Section 4.3.1-4.3.7 within 14 days as of SciSparc’s notice of completing each applicable Milestone, unless the fee for such Milestone is to be converted according to the provisions of Section 4.7.2 below. And (ii) Polyrizon shall transfer to SciSparc the Work Product (as defined below) developed created or made during the applicable Milestone.

For the purpose of this Agreement the Term “Net Income” means the profit actually earned by SciSparc from the sale of the product less the expenses paid in the process of selling the Product. For the purpose of determining the Net Income under this Agreement the Parties shall agree in good faith the type of expenses that shall be taken into account. . For avoidance of doubt it is hereby agreed that salaries of employees of SciSparc and on-going payments to sales advisors shall not be considered expenses to be deducted.

“Intellectual Property” means all intellectual, moral, industrial and/or proprietary property and rights now or hereafter recognized under any applicable law or in equity anywhere in the world, whether issued or pending, registered or unregistered, patentable or unpatentable, including, but not limited to (i) all forms of patents and utility models; (ii) inventions, discoveries, trade secrets and other proprietary rights, including ideas, formulas, compositions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, technical data, rights in algorithms, binary codes, business methods, concepts, customers, distributers and suppliers lists, ideas; (vi) computer software (source and object code), modules, libraries, code, or other components, and documentation for the foregoing; (iii) rights associated with works of authorship, including but not limited to copyrights and mask works; (iv) trademarks and service marks, trade names, domain name registration; (v) designs (whether or not capable of registration), design rights; (vi) database rights; (vii) trade secrets and know how; (viii) all rights to confidential or proprietary information; (ix) use cases and business models; and with respect to the intellectual property included in paragraphs (i) to and including (ix) above - any rights analogous to those mentioned herein; all derivative works thereof, any other intellectual property rights, moral rights or industrial property rights not otherwise set forth in (i) through (ix) above; and any current or future applications, renewals, extensions, provisionals, continuations, continuations-in-part, divisions, re-exams and reissues thereof; the right to apply to any of the above; and all of the tangible embodiments thereof.

“Intellectual Property Rights” means all rights, title and interest in and to any Intellectual Property.

“Pre-Existing IP” means any Intellectual Property of a Party existing on the Effective Date, or that is developed or made outside the scope of this Agreement, and without breaching any of the provisions herein and any modifications, derivatives, enhancements or changes thereto subject to the Jointly Owned IP as defined below). For the avoidance of doubt, Polyrizon’s Intellectual Property in the Polyrizon Field is Polyrizon’s Pre-Existing IP; and SciSparc’s Intellectual Property in the SciSparc Field is SciSparc’s Pre-Existing IP.

“Work Product” means all results and outcomes of the project carried out by the Parties under this Agreement and shall include, but not be limited to, software including software source code and object code, and derivative works, inventions, discoveries, improvements, designs, concepts, techniques, methods, Products, content, processes, derivative works, domain names, formulae, specifications, know how, computer software programs, databases, mask works, logos and trade secrets, whether or not patentable, copyrightable or protectable as trade secrets, as well as business plans, file layouts, and manufacturing information. The Steering Committee shall prepare and maintain adequate and current records of all Work Product, created in the course of performance hereunder, and all technical manuals and documentation, created conceived, reduced to practice, authored, developed or delivered by the Parties or their employees, agents, consultants, contractors and representatives including without limitation any third party service providers approved by both Parties, either solely or jointly with others, during and in connection with the performance of this Agreement and co-development of the Product, which records shall be and remain the joint property of both Parties.

Party.

If a Party grants a sublicense of the license under this Section 6, such Party shall cause its sublicensee to comply with all obligations of such Party hereunder; provided that such Party shall at all times be fully responsible for the performance of such sublicensee.

In addition, during the term of this Agreement and for a period of 12 months thereafter, Polyrizon shall refrain from engaging in the development of formulation/s in the field of Cannabinoid Prophylaxis treatment for the prevention of acute postoperative pain, independently for itself, or with or for others.

In Witness Whereof, the Parties have caused this Agreement to be executed and become effective on the Effective Date.

Annex A

Development Plan 

Nasal spray

Formulation development and technical batch preparation in view of pre-clinical and clinical studies

POLYRIZON LTD

Send to: SciSparc Ltd.

Contact person: Dr. Adi Zuloff-Shani

Email: Adi@scisparc.com

May 22^nd, 2022

Work plan proposal

Background:

The nasal cavity is a large, air-filled space above and behind the nose in the middle of the face. Each cavity is the continuation of one of the two nostrils. The nasal cavity is the uppermost part of the respiratory system and provides the nasal passage for inhaled air from the nostrils to the nasopharynx and rest of the respiratory tract. The nasal mucosa, also called respiratory mucosa, lines the entire nasal cavity, from the nostrils to the pharynx. A dynamic layer of mucus overlies the nasal epithelium (the outermost layer of cells of the nasal mucosa).

The nasal sub-mucosa underlies the basement membrane. This layer is made up of glands which secrete watery substances and mucus, nerves, an extensive network of blood vessels and cellular elements like blood plasma. The entire mucosa is highly concentrated with blood vessels and contains large venous-like spaces.

Figure 1: Schematic illustrations of the mucosal tissue (left) and nasal cavity anatomy (right).

The term ‘mucoadhesion’ refers to the adhesion of specific polymers to the surface of the mucosal layer. The mucosal layer is made up of mucus, a viscoelastic fluid, which is secreted by the epithelial cells. A mucoadhesion polymer helps to promote the adhering of a given formulation to the nasal mucosa by physically interacting with the mucosa. Various properties impact the mucoadhesive of polymers, such as: (i) molecular weight; (ii) chain length; (iii) viscosity; (iv) degree of cross-linking; (v) spatial conformation; (vi) flexibility of polymer chains; (vii) concentration; (viii) charge and degree of ionization – anion>cation>non-ionic; (ix) degree of hydration; and (x) pH.

The mechanism of mucoadhesion is characterized by to two steps: contact stage and consolidation stage. The first contact stage is characterized by the initial contact between the polymers and the mucous membrane, with spreading and initiating a deep contact with the mucus layer. In the second consolidation step, the polymers are activated by the presence of moisture and as they hydrate they become mucoadhesive.

Advantages of intranasal drugs delivery

The nasal cavity is an important target for local and systemic drug administration as well as targeting the central nervous system. Due to highly vascularization of the nasal mucosa, liquids or particles that attach to this surface can act either locally or be absorbed into the bloodstream. In addition, the first cranial nerve, or olfactory nerve, is the only point where the central nervous system is exposed to the body’s mucosa, and it is one of six nerves that branch into the nose cavity. This means that medications can be absorbed directly into the brain, bypassing the blood-brain barrier.

Figure 2: Intranasal drug delivery and potential uptake routes

Although there are many advantages for delivering medicines intranasally, there are also a few drawbacks, such as quick evacuation from the nasal canal, limited bioavailability, and difficulty getting a big enough dosage due to the limited absorption area. Our T&T technology is developed to address the abovementioned drawbacks to further improve the efficiency of intranasal administration.

The T&T platform delivery technology consist of a mucoadhesive polymers mixture designed to allow a long residence time and an intimate contact with the mucosal tissue for potentially improved delivery of medicines. The T&T platform can be tailored for different molecules to address their specific challenges thus believed to induce improved therapeutic effect. The T&T technology has been designed to enable mucoadhesion and prolonged retention at the deposition site by tailoring the physicochemical properties through composition, concentration and crosslinking of the key polymers of the formulation appears pivotal for the potential development as nasal medicinal product candidates.

SciSparc Ltd is specialty pharmaceutical company developing unique cannabinoid technologies for treatment of central nervous system (CNS) disorders.

Following small animal proof of concept, SciSparc wishes to develop a formulation to potentially improve the intranasal drug delivery.

The main objective of this project is to investigate the feasibility of developing a formulation for nasal drug delivery of two APIs, palmitoylethanolamide (PEA) an HU-433, a proprietary synthetic molecule, both poorly soluble lipophilic molecules (Figure 1).

Figure 1. The structure of palmioyethanolamide and HU-433

MSDS of active ingredient(s) should be provided by SciSparc. This offer assumes compounds are classified maximum OEB3 and will be safe to handle within the standard safety precautions of Polyrizon Ltd. If not, they will be handled as if it was a highly potent and the current proposal may need to be revised.

All formulation, manufacturing and analytical data at disposal of SciSparc will be shared with Polyrizon – [***].

The sourcing of raw materials (active compounds and excipients, GMP grade to be provided for clinical production) will be discussed between Polyrizon Ltd. and SciSparc (cost for purchase and shipments are not included).

Associated documentation should be provided.

The supply of primary packaging items (vials with spray pump cap) will be discussed between Polyrizon Ltd. and SciSparc (cost for purchase not included). SciSparc remains responsible for the choice of packaging supplier, in case needed.

1^st part: [***]:

[***]

1^st part deliverables:

[***]

2^nd part: [***]:

[***]

2^nd part deliverables:

3^rd part:[***]:

3^rd part deliverables:

4^th part: Permeability

[***]

4^th part deliverables:

[***]

6^th part: Biological efficacy trials

[***]

[***]

Project estimated timelines:

Starting date: Q2 or Q3 2022, to be confirmed at approval of offer.

Estimated timelines below are indicative only. A planning will be provided at approval of offer. T0 is at receipt of materials from SciSparc (HU-433, PEA and analytical methods).

Financial proposal

Price calculation:

Payment schedule:

A-7