Exhibit 10.10


 


Unprotected Lease Agreement


Entered into and signed in Jerusalem on June
2, 2003


 


	Between:	R. M. P. A. Assets Ltd.
	 	P.C. 51-1808008
	 	whose address is P.O.B. 45079, Har Hotzvim, Jerusalem
	 	(the "Lessor")
	 	of the first part;


 


	And:	Intec Pharmaceuticals (2000) Ltd. 
	 	P.C. 513022780
	 	whose address for the purposes of this agreement is:
	 	9 Ahad HaAm Street, Tel Aviv 65251
	 	(the "Lessee")
	 	of the second part;


 


		Whereas	the Lessor represents that it has signed a long-term lease agreement with the Israel Land Administration
in respect of the land known as Lot No. 14 in Har Hotzvim B in Jerusalem –Zoning Plan 3760 A (the "Land");
and



 


		Whereas	the Lessor has built an industry and/or office building on the Land (all collectively: the "Building");
and



 


		Whereas	the Lessor wishes to let to the Lessee a certain part of the Building, situated on the first floor
(4), spanning 170 sqm (gross), as marked on the floor plans attached hereto by the Lessor as Annex “A”
to this contract, in the condition in which the Lessees have seen it (the "Property ") and two parking spaces
in the Building’s car park. In any event, the gross area of the Property includes areas in respect of the Lessee’s
relative share in the common property, if any, such as storage room, stairwell, bomb shelter, toilets, elevator shafts etc. (the
"Area of the Property"); and



 


		Whereas	the Lessor represents that, to the best of its knowledge and subject to the representations of
the Lessee, there is no impediment to the lease of parts of the aforesaid Building by the Lessee; and



 


		Whereas	the Lessee wishes to lease the Property from the Lessor in its condition (As Is), in an unprotected
lease, and subject to the provisions of this contract below;



 




    	 



    	 



    

 


Wherefore the parties have agreed, represented
and stipulated as follows:


 


Preamble and Annexes


 


		1.	



 


		a.	The preamble to this contract and the annexes hereto constitute an integral part hereof.



 


		b.	The headings of the sections are solely for purposes of convenience, do not constitute part of
the contract and are not to be taken into consideration for interpretation purposes.



 


		c.	The plans attached to this contract are only schematic.



 


The Transaction 


 


		2.	The Lessor lets the Property to the Lessee, and the Lessee leases the Property from the Lessor,
on the terms and conditions specified in this contract below.



 


		3.	It is expressly agreed and represented that the Property is situated at a building, the construction
of which was completed after August 20, 1968 and that the Lessee has not paid, nor was it required to pay, directly or indirectly,
key money and/or any other premium for the Property or any part thereof, and that the Lessee shall not be deemed a protected tenant
of the Property under this agreement and the provisions of the Tenant Protection Law (Consolidated Version), 5732-1972, including
all of the amendments thereto, and any other law concerning tenant protection, including the regulations and orders thereunder,
do not apply and shall not apply to the lease of the leased property.



 


		4.	Representations of the Lessee 



 


		a.	The Lessee hereby represents that it has seen the leased property, has examined it and has found
it in proper order and fit for use in its present condition (As Is) and fit for its needs and it hereby waives any and all claims
in connection with the leased property or the condition thereof, with the exception of hidden flaws, if any.



 


		b.	The Lessee hereby represents that it has examined the location of the Property, the construction
thereof and the potential usage thereof under law and under the Zoning Plan in general and for the purpose of its business and
operation and it has found it fit for its purposes, and it hereby waives any claim with respect to unsuitability and/or in respect
of use of the Property.



 


		c.	The Lessee represents that there is no legal impediment to is engagement in this agreement.



 


Term of the Lease


 


5.


		a.	The term of the lease under this agreement is for 36 months, commencing on June 2, 2003 and ending
on June 1, 2006. Notwithstanding the aforesaid, the Lessee may terminate the term of the lease after 24 months, i.e., on June 1,
2005, provided that it shall have notified the Lessor thereof four months in advance.



 




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		b.	Breach of this section shall constitute a fundamental breach of the contract.



 


Rent and Maintenance Fees


 


6.


		a.	In consideration for the fulfillment of all of the Lessor’s obligations under this agreement,
and for lease of the Property, the Lessee shall pay the Lessor: in the first two years of the term of the lease, monthly rent in
the amount of NIS 6,319, as well as property maintenance and management fees in respect of the Property, in accordance
with Annex F, in the amount of NIS 1,487, as specified hereinbelow, and, in total, NIS 7,806 per month
plus V.A.T. as required by law; and in the third year of the term of the lease, an amount of NIS 6,620 as rent and
NIS 1,558 as management fee, and, in total, NIS 8,178 per month plus V.A.T.



 


The Lessee shall additionally pay an
amount of NIS 262 per month plus V.A.T. for any attached parking space under the terms of this agreement.


 


(The rent, management fee and parking
space payment shall be hereinafter referred to as: the “Basic Rent”).


 


The Basic Rent in the entire term of
the lease shall be fully linked to the Consumer Price Index, as specified in Subsection (d) below.


 


In addition to payment of the rent,
the Lessee shall also pay the Lessor the Value Added Tax in respect thereof, at the rate in effect from time to time, which shall
be paid on the rent payment date - each and every payment.


 


A tax invoice shall be furnished to
the Lessee by the Lessor within 14 days of the date on which payment was actually made.


 


		b.	The Basic Rent shall be paid by the Lessee to the Lessor as specified below:



 


		(1)	The rent shall be paid each month in advance and shall include the component of rent, management
fee, parking spaces and V.A.T, as well as the Index linkage differentials, as provided in Section (e) below. The rent shall be
paid via a standing bank order to an account specified by the Lessor, by the 20th day of the month preceding the rental
month.



 


		(2)	The Lessee undertakes to pay the rent throughout the entire term of the lease, even if it shall
have left the Property and/or shall not have made any use and/or partial use thereof, unless the Lessor shall have consented thereto,
and subject to the provisions of Section 11 (a) in respect of lease of the Property to an alternative lessee.



 




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		(3)	For the avoidance of doubt it is hereby stressed that insofar as, for whatever reason, cheques
are delivered, delivery of such cheques shall not constitute payment of the rent, and only actual clearance on the date stated
in the cheque, with Index linkage differentials as stated in Subsection (e) hereunder, shall be deemed upon receipt thereof as
consideration and as payment of the rent at the rate and in the amount actually cleared.



 


		(4)	Notwithstanding the aforesaid, it is agreed that for the months June to September 2003 (inclusive),
the Lessee shall not be charged for the Basic Rent, and it is also agreed that for the months October and November 2003, the Lessee
shall be charged for only half of the Basic Rent. The payment for the months October and November 2003 shall be made upon the signing
hereof.



 


		c.	The Lessee may not push forward payment dates, other than according to the prior consent of the
Lessor.



 


		d.	The rent shall be linked to the Consumer Price Index as specified below:



 


If it shall have emerged from the last
Index published prior to the actual payment date of any rent payment (the “New Index”) that the New Index has
increased compared with the Index of April 2003, which was published on May 15, 2003, i.e. 101.9 points (the “Basic
Index”), the rent shall increase accordingly, by the rate of increase of the New Index compared with the Basic Index.


 


If any Index is, for whatever reason,
lower than the Basic Index, the aforesaid payment shall not decrease.


 


		e.	In this agreement, the “Consumer Price Index” or the “Index”
shall mean – the Consumer Price Index including fruit and vegetables, which is determined by the Central Bureau of Statistics
and Economic Research and includes the same index even if published by any other official body or institution, including any other
official index to come in its stead, whether or not it is based on the same data on which the present index is based. If another
index comes to be, and the Central Bureau of Statistics and Economic Research does not determine the proportion between the same
and the replaced index, the accountants of the Lessor and Lessee shall determine the proportion between the same and the replaced
index.



 


		f.	Every 3 months in the term of the lease, the Lessor shall make an adjustment of the rent according
to the amount of increase to the Index as specified above (the “Linkage Differentials”), and shall inform the
Lessee thereof, which shall immediately pay the Linkage Differentials to the Lessor. In the alternative, such Linkage Differentials
shall be directly collected through the standing bank order, together with the monthly payment.



 




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		g.	The Lessor reserves the right to transfer (in whole or in part) its rights and undertakings under
this agreement to any third party, provided that the rights of the Lessee under this agreement are not prejudiced, and the Lessee
undertakes to act in good faith and sign a management agreement or any other agreement with the transferee and/or with the Lessor,
as the case may be, the principles of which agreement will be accordant with the principles specified in Annex F, including payment
of the management and/or maintenance fees as stated in the annex or in this agreement.



 


General principles of management as
stated in Annex “F”, which is attached hereto as an integral part hereof.


 


Without derogating from the generality
of the aforesaid, the Lessee undertakes to cooperate with any such entity, in any form and manner, including a committee, if established,
as in a condominium, whether or not a condominium exists.


 


		h.	Breach of this section shall constitute a fundamental breach of the agreement.



 


Arrears Interest


 


		7.	



		a.	Any amount due from the Lessee to the Lessor, including the
one stated in paragraphs 6 above, which is not timely paid, shall bear, as of the third day of delinquency, in addition to linkage
to the Consumer Price Index, arrears interests in respect of the delinquent amount, at the maximum rate (which does not include
additional Index linkage) customary at Bank Leumi LeIsrael Ltd. for overdrafts in debit current accounts, plus 10%, with the interest
compounding every month, as of the payment date stated in this agreement with respect to the delinquent amount until actual payment
of the same.



 


Delinquency in rent payment as aforesaid
in excess of 7 (seven) business days shall be deemed a fundamental breach of the contract. The charge for arrears interest shall
be calculated as usually calculated by Bank Leumi LeIsrael Ltd.


 


		b.	Nothing in the provisions of Subsection (a) above shall be
construed as granting the Lessee a right to any delinquency in the payment of rent under this contract.



 


		c.	The Lessor undertakes to receive rent and/or payments on account of debts when due, upon payment
thereof by the Lessee.



 




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Purpose of the Lease 


 


		8.	



		a.	The Lessee undertakes to use the Property solely for the purpose of management of its office
and business in the field of hi-tech industry and/or biotechnology and/or converging fields, and for this purpose alone, all
subject to the provisions of Zoning Plan 3760 A.



 


The Lessee hereby undertakes to neither
use nor allow use of the Property or any part thereof for any other purpose whatsoever other than the aforementioned purpose, and
the Lessee may not engage at the Property in any other business and/or manufacture and/or sell and/or market at the Property products,
consumer goods, merchandise or other services of any type whatsoever, other than the ones included within the purpose of the lease
as specified below.


 


		b.	Without derogating from the aforesaid, it is hereby agreed that the responsibility for obtaining
a business license and any other permit, including a police and/or Ministry of Health and/or municipal authority permit and any
and all taxes and payments to be due to an authority and/or the government and/or any other entity in respect of obtaining the
license, including business tax, signage tax, fees and licenses for the business and for the management thereof, which are required
for operation of the business of the Lessee at the Property, shall be borne by the Lessee at its own expense. In any event, not
obtaining the licenses and/or the payments shall bear no effect on the obligations of the Lessee under this agreement.



 


		c.	The Lessee may not change the purpose of the lease without receiving the Lessor’s prior written
consent. If the Lessee wishes to change the purpose of the lease, it is required to address the Lessor in writing and specify the
new purpose and the reasons for the change. The Lessor shall not be obligated to agree to a change in the purpose of the lease.
If the Lessor refuses to agree to a change in the purpose of the lease, such shall not constitute a breach of this contract by
the Lessor.



 


		d.	The Lessee undertakes to cooperate with any guard/doorman posted, if posted, on behalf of the Lessor
and/or the Management Company as defined above in Section 6(g), and to adhere to all of their instructions, all subject to the
details in Annex “F” in respect of the Building’s management principles.



 


		e.	Breach of this section shall constitute a fundamental breach of the contract.



 




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Possession Handover, Use of the Property
and Repairs


 


		9.	



		a.	Exclusive possession of the Property shall be handed over to the Lessee on June 2, 2003
(hereinafter and above: the “Handover Date”), provided that this contract shall have been signed and that rent
shall have been paid to the Lessor as provided in Section 6 above, and provided that the Lessor shall have been provided with all
of the collateral specified in this contract by the Lessee.



 


On the Handover Date, a punch list
will be prepared by a representative of the Lessor in the presence of the Lessee and/or anyone on its behalf, for receipt of the
Property by the Lessee by the Lessee signing the punch list, and a copy thereof shall remain in the hands of the Lessee.


 


As of such date, the Lessee shall be
subject to all of the duties and obligations arising from this contract, including its liability for any damage caused by an act
by the Lessee or anyone on its behalf and the term of the lease shall commence on the aforesaid date for all intents and purposes,
whether the Lessee shall have arrived on such date to receive possession or not.


 


		b.	The Lessee shall compensate and indemnify the Lessor for any damage and/or expense incurred by
the Lessor as a result of an act or omission by the Lessee, provided that prior notice is delivered to the Lessee in respect of
the damage and/or expense, in order for the Lessee to be given the opportunity to rectify the same or defend itself against the
person claiming their existence.



 


The provisions of this paragraph shall
not apply to malfunctions at the Property which originate in ordinary wear and tear stemming from reasonable use of the Property.


 


		c.	The Lessee undertakes to manage its business at the Property and the surroundings thereof in such
manner so as not to create any safety and/or health and/or other risk.



 


		d.	The Lessee undertakes to manage its business carefully and reasonably while coordinating activities
with the maintenance person on behalf of the Lessor. The Lessee further undertakes, itself or through others, to unload and/or
load merchandise of any type whatsoever only in the area specified by the aforesaid maintenance person.



 


		e.	The Lessee may not make any use of the sidewalks, roads and any other public area which is common
to the Property, other than for the purpose for which such public areas are designated.



 


		f.	The Lessee undertakes to use the leased property appropriately and reasonably, to persevere in
the preservation of the leased property and the proper upkeep thereof throughout the entire term of the lease, to repair by itself
and at its own expense any flaw, malfunction or damage, except reasonable wear and tear, to be caused at the leased property during
the term of the lease, by the Lessee and/or anyone on its behalf, including its employees, guests and invitees, and to return possession
of the Property to the Lessor upon the end of the term of the lease, or after termination of the contract, or after expiration
thereof by the Lessor, with the Property being clear of any person and object belonging to the Lessor and with it being in good
and proper condition, as handed over to the Lessee, except ordinary and reasonable wear and tear, and with it being fit for use,
and to perform, at its own expense, any repair required for the purpose of compliance with its aforesaid obligations, no later
than the date on which the Lessor is entitled to the return of the Property as aforesaid.



 




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		g.	If the Lessee fails to perform repairs as aforesaid in this section, as the Lessor shall notify
it and/or fails, in the Lessor’s opinion, to properly perform them, the Lessor may enter the Property and perform maintenance
work and these repairs, whether itself or through others, in the Lessee’s stead and at its expense, without derogating from
all of the other rights and remedies conferred upon the Lessor under this agreement, all if the Lessee shall not have performed
such repairs as aforesaid, within 14 days of the day on which the Lessor shall have notified it in writing of its intention to
enter the Property for the purpose of performing the repairs as aforesaid.



 


		h.	The Lessee undertakes not to perform any structural changes and/or additions at the Property without
receiving the Lessor’s prior written consent thereto and subject to obtainment of a lawful permit and license, if such permit/license
is required. The Lessor shall not object to such changes except on reasonable grounds. It is agreed that if the area of the Property
increases in consequence of the changes and/or additions, the Lessee shall pay additional rent in the same proportion as the rent.



 


Without prejudice to the rights of
the Lessor under this section, the Lessee must, immediately upon receipt of the Lessor’s demand therefor, remove, at its
own expense, any such additions or changes (which shall not have received the Lessor’s prior approval as aforesaid and/or
changes which shall have received its approval upon the end of the lease and prior to returning the Property to the Lessor, except
if permission shall have been given to leave the change) and the Lessor shall also have the right to do so at the expense of the
Lessee. Changes which are not easily removable and/or the removal of which shall aesthetically or structurally damage the Property,
shall remain as they are at the Lessor’s consent and shall be transferred to its ownership for no consideration, upon the
end of the contract and/or the term of the lease.


 


Special provisions with respect to
fit-out of the Property to the Lessee upon commencement of the lease shall be as specified in Annex B.


 




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		i.	The Lessee undertakes not to cease using the Property for a period exceeding 90 days, other than
if it gives the Lessor prior notice thereof. If the Lessee ceases to use the Property as aforesaid, other than for reasons of force
majeure, it shall be deemed as having waived its rights under this contract, but this shall not derogate from the obligations
of the Lessee under this contract, including with respect to payment of rent to the Lessor and with respect to any other payment
borne by the Lessee under the provisions hereof.



 


		j.	The Lessee may not install a sign at the Property, but only subject to the explicit written approval
of the Lessor in advance, in respect of the form of the signage, its content and its location, and in accordance with the provisions
of any law, including a permit from the municipal authority.



 


It is clarified that subject to the
aforesaid, the Lessor shall not have an objection in principle to signage containing the names of companies whose products are
sold on the Property, provided that in any such case, prior written consent is received from the Lessor and/or the Management Company
as defined in Section 6(g) above.


 


The Lessor may remove, at the expense
of the Lessee, any sign installed thereby in violation of the provisions of this section.


 


In addition and in the alternative,
the Lessor may determine a common form of signage.


 


		k.	The employees of the Lessor and its agents may enter the Property at any time during usual working
hours, provided that the same is done after prior coordination with the Lessee and that the visit is accompanied by a representative
of the Lessee, all for purposes of inspection and performance of repairs, while protecting the rights of the Lessee under this
agreement.



 


		l.	Breach of this section shall be deemed a fundamental breach of this contract.



 


Levies and Payments


 


		10.	



		a.	The Lessee undertakes that, as of the Property’s Handover Date as provided in Section 9(a)
above, it shall pay any and all taxes of any type, fees, municipal taxes (arnona), levies and other payments imposed and
to be imposed in the future, during the term of the lease, which relate to the term of the lease under the provisions of any law,
on the lessee of a property as distinguished from the owner thereof, and which relate to the Property and/or the business managed
therein, directly and on the lawful date on which such are payable to the various authorities.



 




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Furthermore, the Lessee shall directly
bear any and all expenses of any type whatsoever which are involved in the Property’s maintenance, including its share in
the common property, as defined in the area of the Property, and, without derogating from the generality of the aforesaid, expenses
due to municipal tax (arnona), any levy or tax imposed on the lessee of a property as distinguished from the owner thereof,
water, electricity, electricity for the air conditioning system, telephone, sewage and gas.


 


It shall also see to registration of
all of the separate meters in respect of the Property within 14 days of the Handover Date, and to registration of its name at the
aforementioned offices as lessee and as solely responsible for payments.


 


		b.	Without derogating from the generality of the aforesaid, and only insofar as any of the aforementioned
payments is not actually paid by the Lessee to a third party entity, as the case may be, the Lessor may obligate the Lessee to
pay the aforesaid levies and payments, in whole or in part, directly thereto, as per its choice and in accordance with a written
prior notice to be sent to the Lessee. It is hereby agreed that municipal tax (arnona) payments paid to the Lessor (insofar
as not directly paid to the municipality by the Lessee), shall be as customary in the area for each leased sqm, and that the Lessee
shall have no claim against the Lessor if the Lessor actually pays the municipal authority an amount lesser than such, to be included
in the general amount in respect of the Building, if included.



 


It is further agreed that if the municipal
authority sends the Lessor a demand for payment differentials in respect of the Property, the Lessee will pay the payments according
to the demand, and will have no claim against the same.


 


		c.	The Lessee undertakes to present to the Lessor, from time to time and provided that it shall have
given a written demand 7 days in advance, according to the Lessor’s demand, all of the receipts and/or confirmations certifying
that all of the payments payable thereby under this contract have indeed been paid thereby, and, upon the end of the term of the
lease, to transfer thereto the original bills and/or receipts and/or clear photocopies of such documents. The Lessee undertakes
to present to the Lessor receipts and/or confirmations attesting to payments that were made which relate to the term of the lease.



 


		d.	Insofar as, for whatever reason, either of the parties pays any payment under this contract, which
the other party is obligated to pay, the other party shall have to return to the paying party any such amount paid thereby immediately
upon the second party’s first demand in a letter of notice to the party for whom payment was made, with Index linkage differentials
and arrears interest at the rate set forth in Section 7(a) above, within seven days of the date of demand thereby and until actual
payment of the same by the second party.



 




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		e.	Breach of this section shall be deemed a fundamental breach of the contract.



 


Transfer of Rights 


 


11.


		a.	The Lessee may transfer and/or endorse its rights under this contract to another person and/or
entity and to lease or hand over to another or to other and to permit and/or grant any right to another or to others to use the
Property or any part thereof, to share with someone possession of the leased property or use thereof and/or of any part thereof
in any form and manner, all whether with or without consideration. The aforesaid shall be carried out after receipt of the Lessor’s
consent. For this purpose, the Lessor undertakes not to unreasonably withhold its consent.



 


		b.	The Lessor, on its part, may transfer its rights and obligations under this contract to any entity
and/or person without need for the Lessee’s consent, provided that the Lessee’s rights under this contract are not
prejudiced.



 


		c.	Breach of this section shall be deemed a fundamental breach of the contract.



 


Insurance


 


		12.	The Lessee hereby undertakes to insure, at its own expense, the contents of the leased property
and the business and activity of the Lessee at the leased property, at full value, with the insurance values being updated from
time to time, as necessary, and against all known, standard and customary risks, with an authorized reputable insurance company.



 


Without derogating from the generality
of the aforesaid, the Lessee hereby undertakes to purchase the following insurance policies:


 


		a.	Employers’ liability insurance –



 


Insurance of the Lessee’s liability
to its employees under the Tort Ordinance (New Version) and/or under any other law due to death and/or bodily harm (including brain
or mental damage) to any employee as a result of an accident or illness while and as a result of his work, with a liability cap
no lesser than $1,500,000 per claim and $5,000,000 in the aggregate for the term of the insurance.


 


		b.	Third party liability insurance –



 


Insurance of the Lessee’s liability
to the Lessor and to any third party, under the Tort Ordinance (New Version) and/or under any other law in an amount no lesser
than $500,000 (five hundred thousand dollars) per claim and in the aggregate for the term of the insurance.


 




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		c.	Property insurance –



 


Insurance of the contents of the leased
property, the equipment used in the Lessee’s work and the equipment serving the leased property and located outside the leased
property, including any repair, change, renovation and addition to the leased property, made and/or to be made by the Lessee and/or
therefor, of any type whatsoever, with full reinstatement value, and no less than the price of replacement thereof with new and
similar property, including their installation, and including explosion, earthquake, storm, gale, flood, water damage, damage by
aircraft, damage by accident, strikes, riots, willful damage and burglary.


 


The said insurance shall also insure
the full value of the Lessee’s work.


 


		d.	Insurance for loss of profits of the Lessee –



 


The Lessee may not recover from the
Lessor any claim related to loss of profits, whether or not it may be proved.


 


		13.	



		a.	Without derogating from the generality of the aforesaid, the Lessee hereby undertakes to bear the
management fee payments according to the provisions of Annex F, which also include payments for the following insurance policies,
to be taken out by the Lessor:



 


		1.	Insurance of the Building, including the attachments thereto, against loss or damage as a result
of risks of fire, smoke, lightning, explosion, earthquake, riots, strikes, willful damage, terror damage, storm, gale, flood, other
natural disasters, damage by aircraft, damage by accident, burglary and against any additional risk which, in the opinion of the
Lessor, is required, in amounts or unlimited in amount, as determined by the Lessor per its discretion, provided that the amount
of insurance is no less that the reinstatement value of the Building and the attachments thereto. Such insurance shall include
a clause concerning waiver of the subrogation right against the lessees and/or tenants in the Building due to damage caused thereby
to the Building, with the exception of damage caused thereby with malicious intent.



 


For the purpose of the provisions
of this section, the term “Building” shall include all of the systems constituting an inseparable part of the Building
and will explicitly not include the contents of the leased properties and any addition, repair, change, improvement or extension
carried out in the leased properties by the lessees or for them.


 




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		2.	Third party liability insurance, which insures the liability of the Lessor and Lessee to any third
party under the laws of the State of Israel, with a liability cap no lesser than $2,000,000 per claim and in the aggregate for
the term of insurance, in the public areas which do not constitute a part of the leased areas.



 


The policy shall include a “cross
liability” clause, under which the mutual liability of the individuals of the insured and the Lessee will be covered.


 


		3.	Insurance for loss of rent and/or consequential loss and loss of profits of the Lessor, at full
value, as a result of loss or damage to the Building and/or to the leased property as a result of the risks specified in Section
12.a.1 above for the period required for reinstatement or replacement of the Building.



 


		4.	Any other insurance which the Lessor deems necessary, including third party insurance in addition
to the aforesaid in Section 12(b) above, which pertains to destruction and/or damage and/or loss and/or liability in connection
with the Building, its management and its operation.



 


		b.	The Lessee will present to the Lessor per its demand all of the insurance policies issued thereto
in accordance with Section 12 above, within 60 days after the signing hereof at the Property and shall furnish copies thereof thereto,
as a preliminary condition for receipt of possession of the Property thereby or for opening of the business thereby (as applicable)
and shall also present to the Lessor, on an ongoing basis, any new policy to be issued thereto or any amendment to a policy previously
presented thereby to the Lessor. Per the reasonable demand of the Lessor, the Lessee shall have to add and/or update and/or amend
the insurance policies to the Lessor’s satisfaction in order for such to meet the criteria set forth in this section above.



 


		c.	It is hereby expressly agreed and stated that the Lessor shall bear no liability of any type whatsoever
to the Lessee for any damage caused to the Property or to the contents thereof or to a third party for any reason whatsoever, whether
the reason for the damage or malfunction are known or unknown, except as a result of negligence and/or the liability of the Lessor.



 


		d.	The Lessee undertakes to cause an explicit condition to be added to the insurance policies, whereby
the insurer expressly waives any subrogation right or other right under law to recover from the Lessor and/or from anyone on behalf
thereof by a claim of subrogation or recovery or indemnification due to direct or indirect damage as specified above, if any such
damage is caused.



 




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Without derogating from the aforesaid,
the Lessee further undertakes to cause the name of the Lessor to be added to the insurance policies as a beneficiary and an express
condition to be added whereby the insurer is also liable to the Lessor in the same manner in which it is liable to the insured
(the Lessee), with respect to third party claims due to direct or indirect damage as specified above, if any such damage is caused,
including a “cross liability” clause governing the mutual liability of the individuals of the insured.


 


		e.	The Lessor shall properly comply with all of the terms and conditions of the policies mentioned
in this section above, to timely pay the insurance fees and to see to the renewal of the policies and their being in full force
and effect throughout the entire term of the lease and the additional term of lease, if any.



 


		f.	The Lessee undertakes to see to it that for all policies on its behalf and in its name a “policy
addendum” is issued whereby revocation and/or change for the worse thereof in any respect pertaining to the leased property
and/or the Lessor and/or the Lessor is contingent upon written notice by registered mail to be delivered to the Lessor by the insurer
at least 30 days prior to the date of such change and/or revocation.



 


		g.	Effectuating the insurance policies as aforesaid shall in no manner diminish and/or derogate from
the undertakings of the Lessee under this contract nor shall it release it from its duty to compensate any person for any damage
caused to his person or to his property, directly or indirectly, as a result of the use of the Property.



 


For the avoidance of doubt it is clarified
that the Lessor’s involvement in respect of the effectuation of the various insurance policies by the Lessee, including the
types of insurance and/or the setting of minimum liability caps, does not impose any liability on the Lessor with respect to the
insurance coverage, its force and effect or its suitability.


 


		h.	The Lessee undertakes to indemnify the Lessor if the Lessor is charged with any payment due to
damage caused at the Property, of any type whatsoever, which does not stem from the act, omission or negligence or liability of
the Lessor, but stems from the liability of the Lessee.



 


Vacating


 


		14.	The Lessee undertakes to vacate the Property immediately upon the end of the term of the lease,
or in the event of termination of the contract for whatever reason or upon expiration thereof by the Lessor, all as the case may
be, and to return to the Lessor exclusive possession of the Property, it being clear of any person and object and it being in good
and proper condition, as received thereby and subject to reasonable wear and tear.



 


The Lessee further undertakes to
provide the Lessor on demand with confirmations from any and all pertinent entities whereby all of its obligations as stated in
this contract have been paid, including municipal and other taxes, water, electricity, air conditioning electricity, telephone,
gas, etc.


 




    	14



    	 



    

 


		15.	For any day of delinquency in the vacation of the Property (except the first 7 days of delinquency
on which the usual rent will be collected without delinquency fees and thereafter according to the provisions of this section),
as aforesaid, and in any event where the Lessee must vacate the Property under any law and/or agreement, the Lessee undertakes
to pay the Lessor an amount in New Shekels equal to 3 times the last rent including V.A.T. and any other component, if added, divided
by the number of days in the last month and linked under the terms and conditions hereof and multiplied by the number of days of
delinquency in the vacation of the Property and estimated as damages that are fixed, agreed and estimated in advance, without prejudice
to the Lessor’s right to claim, demand and receive injunctions and/or specific performance and/or any other remedy against
the Lessee including rent under this agreement which is due thereto under any law.



 


Breach and Remedies


 


		16.	



		a.	The parties hereby agree that if this contract and/or any of the terms and conditions hereof are
fundamentally breached, the injured party will be entitled to terminate this agreement and demand from the Lessee (insofar as it
is the injuring party) to return exclusive and clear possession of the Property, and the Lessee undertakes to comply with such
demand within 60 days.



 


Without derogating from the aforesaid,
each of the events specified below shall be deemed as conferring upon the injured party the right to discontinue the lease hereunder.
Insofar as the injuring party is the Lessee, the Lessor may demand that the Lessee immediately vacate the Property and recover
from the Lessee in any legal way available thereto, including by way of realization of the collateral noted in Section 17, in order
to cover all of the Lessor’s damage, and including removal of the Lessee, its equipment, employees and representatives from
the Property, and these events follow:


 


		1.	The Lessee shall have abandoned the Property for a period exceeding 90 days, subject to the provisions
of Section 9 above.



 


		2.	A judicial closedown order shall have been issued in respect of the Lessee’s business at
the Property and the order shall not have been revoked within 60 days of the issuance thereof.



 


		3.	An attachment shall have been imposed on the rights of the Lessee under this contract and such
attachment shall not have been revoked within 120 days as of the day on which the Lessee shall have learned of the imposition of
attachment.



 




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		4.	A bankruptcy and/or liquidation petition shall have been filed against the Lessee or by the Lessee
or an order for receipt of assets in bankruptcy and/or a liquidation order shall have been issued against it and/or a temporary
or permanent receiver of all or some of its assets and/or a trustee in bankruptcy and/or a liquidator shall have been appointed
thereto and such petition and/or order and/or appointment shall not have been revoked within 60 days of the day on which the Lessee
shall have learned thereof.



 


		b.	In the event of termination of the contract due to a fundamental breach thereof and a failure to
remedy the same after written notice thereof being given and discontinuance of the lease consequently thereto, the breaching party
undertakes to pay the injured party preestimated liquidated damages in the amount of $10,000 (ten thousand U.S. dollars) with no
proof of damage to the Lessor being necessary and without prejudice to any other and/or additional legal and/or contractual right
available to the Lessor.



 


		c.	In the event of a fundamental breach of the contract by the Lessee, the Lessor may accelerate payment
of the entire remaining balance of rent, management fee and parking space payment until the end of the term, provided that the
breach shall not have been rectified also 7 days after the Lessor shall have notified the Lessee thereof, without prejudice to
any legal or other right to remedies under law and under this agreement.



 


		d.	Noncompliance with the undertakings of the management company under this agreement lasting more
than 90 days shall constitute a fundamental breach of this agreement by the Lessor.



 


Collateral 


 


		17.	To secure compliance with all of the Lessee’s undertakings under this contract, the Lessee
undertakes to provide the Lessor on the date of the signing hereof with the following collateral:



 


		a.	An autonomous bank guarantee to the order of the Lessor in the amount of 3 (three) months of lease
including V.A.T and any other addition (insofar as added). The guarantee shall be linked to the agreement’s index and to
any condition and/or addition stated in this agreement or the extensions thereof as they shall be. The guarantee shall be in force
and effect until one month from the date of expiration of this agreement or the extensions or addendums thereof, as applicable,
and restoration of the Property to the condition stated in this agreement.



 




    	16



    	 



    

 


Stamp Duty


 


		18.	Stamp duty expenses of this contract and the copies hereof, if stamped, shall be paid by the Lessee.



 


General


 


19.


		a.	This contract revokes the MOU signed between the parties, if any, and/or any other paper and representation
with respect to which negotiations were conducted, and supersedes it for all intents and purposes related to the Property and/or
any other understanding whether oral or written during the negotiations until the signing date.



 


		b.	The parties grant exclusive jurisdiction to the competent court at the city of Jerusalem.



 


Notices


 


		20.	






		a.	The addresses of the parties hereof are as specified in the preamble.



After commencement of the term of the
lease, the Lessee’s address for the purposes of this contract shall be at the Property.


 


		b.	Any notice sent to any of the parties by registered mail shall be deemed to have arrived at its
destination and duly delivered at the end of 72 hours as of the time of dispatch thereof.



 


In witness whereof the parties
have hereunto set their hands


 


	/s/ Yair Hadar	 	/s/ Zvi Joseph
	The Lessor	 	The Lessee


 




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Date: April 21, 2004


 


Addendum to Agreement


Signed in Jerusalem on April 21, 2004


 


	Between:	R. M. P. A. Assets Ltd. (the "Lessor")
	 	 
	And:	Intec Pharmaceuticals (2000) Ltd. (the "Lessee")


 


It has been agreed as follows:


 


		1.	As of May 1, 2004, the area of the lease shall increase by an additional 200 sqm (gross) (the “Additional
Leased Property”).



 


		2.	The rent for the additional area shall be NIS 38.25 per one gross sqm plus a management fee in
the amount of NIS 9 per one gross sqm.



 


		3.	Lawful V.A.T. shall be added to the aforesaid prices.



 


		4.	The aforesaid prices shall be linked to increases in the Consumer Price Index (basis published
on March 15, 2004) and shall be increased by 5% after 24 months.



 


		5.	No rent and management fee shall be paid for the first two months.



 


		6.	The lease agreement and all of the periods therein are hereby extended, such that they last for
no less than 20 months from the payment commencement date in respect of the new leased property.



 


		7.	The following conditions shall apply with respect to an 46 sqm-area:



 


		a.	For the first 3 months of lease - no rent shall be paid.



 


		b.	For the 12 months thereafter - 50% of the rent and management fee specified in Sections 2-4 of
this addendum shall be paid.



 


		c.	Thereafter, rent shall be paid according to the provisions of Sections 2-4 of this addendum.



 


		8.	The bank guarantee shall be increased in accordance with the rent increment under this addendum
to the agreement.



 


		9.	Payment terms are hereby modified both with respect to the old leased property and with respect
to the new one, such that the payment date will be each quarter in advance, rather than as stated in the agreement.



 




    	 



    	 



    

 


		10.	The Lessor shall, at its own expense, separate the leased property from the remaining vacant area
by plaster walls, and shall also perform any change or fit-out required thereto in order to allow for new entrance or entrances
into the area remaining in the Lessor’s possession, and the Lessee shall bear no cost or obligation in consequence thereof.



 


		11.	The Lessor shall perform electricity work for separation of all of the connections in the new leased
property (lighting, power, fan coils and so forth) from the present distribution board and shall connect them through a separate
distribution board to a central distribution board of the building or another main board including a secondary meter for consumption
measurement and security switches as required. For the avoidance of doubt, all of the current costs of any type (electricity, air
conditioning electricity, chiller electricity and so forth) shall be borne by the Lessee whether paid to the Israel Electric Corporation
or to the Lessor or another entity according to the secondary meter. The separation stated in the first part of this section only
refers to the actual separation work. Separations shall be carried out in coordination with professionals on behalf of the Lessor
insofar as required until May 15, 2004. In respect thereof, the Lessee shall contribute an amount of NIS 750 plus V.A.T. per month
for a period of 12 months commencing on the day of completion of the separation work on behalf of the Lessor.



 


		12.	All of the other terms and conditions of the lease agreement of June 2, 2003, insofar as unchanged
by this agreement, shall remain unchanged and shall also apply to the Additional Leased Property.



 


In witness whereof the parties
have hereunto set their hands


 


	/s/ Zvi Joseph	 	/s/ Yair Hadar
	The Lessee	 	The Lessor


 




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Date: _____________________


 


Addendum to Agreement


Signed in Jerusalem on January 1, 2006


 


	Between:	R. M. P. A. Assets Ltd. (the "Lessor")
	 	 
	And:	Intec Pharma Ltd. (the "Lessee")


 


It has been agreed as follows:


 


		1.	As of January 1, 2006, the area of the lease shall increase by an additional 669 sqm (gross) (the
“Additional Leased Property”), in accordance with the attached floor plan.



 


		2.	The rent for the additional area shall be NIS 38.25 per one gross sqm plus a management fee in
the amount of NIS 9 per one gross sqm.



 


		3.	The Lessee shall commence the aforesaid rent and management fee payments on January 1, 2006.



 


		4.	Lawful V.A.T. shall be added to the aforesaid prices.



 


		5.	The aforesaid prices shall be linked to increases in the Consumer Price Index (basis published
on March 15, 2004) and shall be increased by 5% as of January 1, 2007.



 


		6.	The lease agreement and all of the periods therein are hereby extended, such that they last for
no less than until December 31, 2008.



 


		7.	The bank guarantee shall be increased in accordance with the rent increment under this addendum
to the agreement.



 


		8.	The Lessee shall, at its own expense, separate the leased property from the remaining presently
vacant area by plaster walls, and shall also perform any change or fit-out work required thereto at its own expense, and the Lessor
shall bear no cost or obligation in consequence thereof.



 


		9.	The Lessee shall perform electricity work for connection of all of the connections in the new leased
property (lighting, power, fan coils and so forth) from the present distribution board (approx. 630 ampere) and shall also connect
it to all of the areas of the previous leased properties, such that only one direct connection to the Israel Electric Corporation
remains. The Lessee shall disconnect the connection of the area which shall not be under its possession and shall also connect
thereto the 30-ton chiller cooling unit, which, as of the signing of this document shall be exclusively used by the Lessor. The
Lessor shall bear the responsibility for disconnecting and reconnecting other parts which are not used by the Lessee.



 




    	 



    	 



    

 


		10.	The Lessee may perform fit-out work according to the attached floor plan which is approved by the
Lessor’s signature.



 


		11.	The Lessee may, at its own expense, add air conditioning and ventilation systems on the roof, but
only after a suitable plan, including conduits etc., is approved by the Lessor.



 


		12.	It is agreed that the Lessee shall have the option to extend the lease for an additional period
of two years subject to a written notice by September 30, 2008. In such additional period, all of the payments payable by the Lessee
shall increase by 5%.



 


		13.	All of the other terms and conditions of the lease agreement of June 2, 2003, insofar as unchanged
by this agreement, shall remain unchanged and shall also apply to the Additional Leased Property.



 


		14.	The parties shall sign, as soon as possible, a lease agreement for all of the areas leased by the
Lessee, with all of them having a tariff, linkage conditions and price increases and the lease dates shall be in accordance with
the provisions of this addendum.



 


		15.	The Lessee shall return the areas used thereby under this agreement and under the additional existing
lease agreements with the Lessee, in their condition after performance of changes in the leased property for the specific needs
of the Lessee. It is hereby clarified that the Lessee shall not be obligated to restore the leased property to its condition when
received, and shall also not be charged with any expenses, whether direct or indirect, due to the area’s restoration to its
previous condition.



 


In witness whereof the parties
have hereunto set their hands


 


	/s/ Zvi Joseph	 	/s/ Yair Hadar
	The Lessee	 	The Lessor


 




    	2



    	 



    

 


Date: December 15, 2009


 


Addendum to Unprotected Lease Agreement
of June 2, 2006


 


	Between:	R. M. P. A. Assets Ltd. 
	 	(the "Lessor")
	 	 
	And:	Intec Pharma Ltd. 
	 	(the "Lessees")


 


		Whereas	the Lessees are leasing premises from the Lessor at R.M.P.A. House, spanning 1,039 (gross), under
an agreement of June 2, 2003, including all of the addendums thereto; and



 


		Whereas	the Lessees wish to extend the term of the lease for three additional years as of January 1, 2010
and until December 31, 2012; and



 


		Whereas	the Lessor is willing to extend the lease for an additional three-year period as of January
1, 2010 and until December 31, 2012;



 


Wherefore the parties have agreed as follows:


 


		1.	The term of the lease shall be extended for three additional years as of January 1, 2010 and until
December 31, 2012.



 


		2.	Payments due to the contract shall increase by 5% as of January 1, 2010, beyond the last payment
made and the linkage differentials.



 


		3.	The bank guarantee shall increase according to the increase in rent under this addendum to the
agreement.



 


		4.	The Lessee shall have a right of refusal in respect of additional areas comprising approx. 450
sqm on the floor of the leased property which are adjacent to the leased property for a one-year period at market prices. The Lessor
shall give the Lessee a 10-day notice prior to signing a lease agreement in respect of such area, within which the Lessee shall
give notice of the exercise/non-exercise of such right.



 


		5.	It is clarified that the original contract, with all of the terms and conditions and annexes thereof,
is also effective for this extension period and nothing in this extension agreement shall derogate from any undertaking and/or
debt of any of the parties which derives and/or is attributed to the original contract.



 


In witness whereof the parties
have hereunto set their hands


 


	/s/ Giora Carni	 	/s/ Yair Hadar
	The Lessee	 	The Lessor


 




    	 



    	 



    

 


Date: January 18, 2011


 


Addendum
to Agreement 


of June 2, 2006


 


	Between:	R. M. P. A. Assets Ltd. (the "Lessor")
	 	 
	And:	Intec Pharma Ltd. (the "Lessees")


 


It has been agreed as follows:


 


		1.	As of January 15, 2011, an additional area on Floor B of the Building, the estimated area of which
is approx. 600-700 sqm (gross) shall be added to the leased property (the “Additional Leased Property”), according
to the attached floor plan. It is clarified that the precise area of the Additional Leased Property shall be measured after performance
of the actual division and shall be calculated by adding 24% to the total area of the Additional Leased Property (including walls).
This area will be added to the area of the presently leased property of 1,039 sqm and to parking spaces and a storage room which
are leased by the Lessee.



 


		2.	The price of rent and management fee and the linkage conditions for the Additional Leased Property
shall be identical to the price of rent and management fee and linkage conditions applicable to the other lease areas of the Lessee,
but the provisions specified in this document shall additionally apply thereto.



 


		3.	The Lessee is given a grace period, such that the rent for the Additional Leased Property will
only be paid as of August 1, 2011 forth.



 


		4.	Notwithstanding the aforesaid, the Lessee shall be liable for municipal tax (arnona) charges
in respect of the Additional Leased Property as of January 15, 2011.



 


		5.	The Lessee shall commence payment of management fees in respect of the Additional Leased Property
as of April 1, 2011.



 


		6.	Lawful V.A.T. shall be added to the aforesaid prices.



 


		7.	The lease agreement and all of the periods therein are hereby extended, both in respect of the
existing leased Property and in respect of the Additional Leased Property, such that they last for no less than until December
31, 2015.



 


		8.	Notwithstanding the aforesaid, it is agreed that the Lessee shall have a right to discontinue the
lease and vacate the Additional Leased Property alone under this agreement on March 3, 2011, provided that it gives written notice
thereof to the Lessor at least 7 days before the end of the lease. Insofar as the Lessee exercises this right, it shall pay the
Lessor a one-time payment for the period of actual use in the amount of NIS 30,000 plus V.A.T. and the full municipal tax (arnona)
for the Additional Leased Property under this addendum for the entire period in which the leased property was in its possession.



 




    	 



    	 



    

 


		9.	The bank guarantee shall be increased according to the rent increment under this addendum to the
agreement.



 


		10.	The Lessee may perform fit-out according to a floor plan to be submitted by the Lessee and approved
by the Lessor.



 


		11.	The Lessee may add, at its own expense, air conditioning and ventilation systems on the roof adjacent
to the Building, but only after a suitable plan, including conduits, is approved by the Lessor.



 


		12.	The Lessor shall not unreasonably withhold its consent to the aforesaid in Sections 10 and 11 above.



 


		13.	As of January 1, 2014, the rent, parking space payments and management fee payable by the Lessee
will be increased by 5% in respect of the leased property and the Additional Leased Property.



 


		14.	All of the other terms and conditions of the lease agreement of June 2, 2003, including its addendums
and extensions as being from time to time, insofar as unchanged by this document, shall remain unchanged and shall also apply to
the additional area.



 


		15.	The parties shall sign, as soon as possible, a lease agreement for all of the areas leased by the
Lessee.



 


		16.	At the end of the term of the lease, the Lessee shall return all of the areas used thereby as they
are after the performance of changes in the leased property by the Lessee (even if such will have been fit-out for the specific
needs of the Lessee), but in a condition fit for immediate use, subject to reasonable wear and tear.



 


It is hereby clarified that the Lessee
will not be obligated to restore the leased property to its previous condition at the time of receipt of possession thereof from
the Lessor.


 


In witness whereof the parties
have hereunto set their hands


 


	/s/ Giora Carni	 	/s/ Yair Hadar
	The Lessee	 	The Lessor


 




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