Exhibit 10.14


 


INTEC PHARMA LTD.


 


EMPLOYMENT AGREEMENT


 


With Nadav Navon


 


AGREEMENT entered into as of
   between Nadav Navon, residing at 7 Socholovsky Zvi St., Rechovot, Israel (the “Employee”),
and Intec Pharma Ltd., an Israeli company with offices located at 10 Hertom St. Har Ha’hozvim, Jerusalem, Israel
(the “Company”).


 


WITNESSETH:


 


WHEREAS, the Company is in the
business of drug delivery gastric retentive platform (the “Business”); and


 


WHEREAS, the Company desires to employ Employee, and
the Employee desires to be employed  in the Company as Analytical Lab Manager.


 


NOW THEREFORE, in consideration of the premises and
mutual agreements hereinafter contained, the parties hereto agree as follows:


 


	1.	Contents
of Agreements/Definitions


 


The preamble and the exhibits to this
agreement (the “Agreement”) constitute an integral part hereof and are hereby incorporated by reference.


 


	2.	Employment
and Duties


 


2.1           As
of the Effective Date (as defined in Section 3 hereto), the Company employs Employee and Employee accepts employment with the
Company as Analytical Lab Manager upon the terms and conditions set forth herein (the “Position”). The Employee
shall report regularly to the Company’s VP R&D, and/or to any other officer of the Company, under the Company’s sole discretion.
Notwithstanding the above, the Company may change the Employee’s Position as it may deem fit and such action shall not be considered
a material adverse change in the Employee’s employment conditions.


 


2.2           Employee
shall devote all necessary time and attention to the Business of the Company and shall perform his duties diligently and
promptly for the benefit of the Company.


 


2.3           Employee
shall work five days a week, Sunday to Thursday, unless otherwise required by the Company, upon its sole discretion.


 


2.4           During
his engagement hereunder, Employee shall not, without the prior written consent of the Company, undertake or accept any
other paid or unpaid employment or occupation or engage in or be associated with (other than through an investment in a
corporation which is financial in its nature and in which Employee holds less than 5% of the  outstanding shares), directly
or indirectly, any other businesses, duties or pursuits except for de minimis non-commercial or non-business
activities.


 


	3.	Term
and Termination of Employment


 


3.1        Employee’s
employment under this Agreement shall commence on    6 (the “Effective Date”) and shall end on the earliest of
(i) the death or disability (as defined herein) of Employee; (ii) termination by either party.


 




    	 



    	 



    

 


3.2           Either
party may terminate this Agreement without cause, as hereinafter defined, by providing thirty (30) days prior written notice (the
“Notice Period”). During the Notice Period Employee shall continue his services unless otherwise instructed,
and shall cooperate with the Company and use his best efforts to assist the integration into the Company organization of the person
or persons who will assume the Employee’s responsibilities. Notwithstanding the above, during a period of 3 months following the
Effective Date (the: “Trail Period”), the Notice Period shall be fourteen (14) days.


 


3.3           At
any time, the Company shall be entitled to immediately terminate Employee’s employment hereunder for ‘cause’ (as set forth in
Section 4.1 below) by providing notice thereof to Employee.


 


	4.	Provisions
Concerning the Term of Employment


 


4.1           For
the purpose of this Agreement, “cause” shall exist if Employee (i) breaches any of the terms of Sections 2.1, 7, 8,
9 and 10 or; (ii) engages in willful misconduct or acts in bad faith with respect to the Company in connection with and related
to the employment hereunder; (iii) is convicted of a felony or is held liable by a court of competent jurisdiction for fraud against
the Company; (iv) fails to reasonably comply with the instructions of the Company given to the Employee in good faith and relating
to the performance of Employee’s duties under his Position; or (v) is dismissed under the circumstances defined in Section 16
and/or Section 17 of the Severance Pay Law, 1963 (hereinafter: “The Severance Pay Law”); provided that, with
respect to clauses (i) and (iv), if Employee has cured any such condition (that is reasonably susceptible to cure) within 10 business
days (“Grace Period”) of the advance notice (as defined herein), then “cause” shall be deemed not
to exist. For purposes of this Section 4, “advance notice” shall constitute a written notice delivered to Employee
that sets forth with particularity the facts and circumstances relied on by the Company as the basis for cause.


 


4.2           For
the purposes of this Agreement “disability” shall mean any physical or mental illness or injury as a
result of which Employee remains absent from work for a period of two (2) successive months, or an aggregate of two (2)
months in  any twelve month period. Disability shall occur upon the end of such two (2) month period.


 


	5.	Compensation


 


		5.1	5.1.1 During the
                                         term hereof, and subject to the performance of the services required to be performed hereunder
                                         by Employee, the Company shall pay to Employee for all services rendered by Employee
                                         under this Agreement, a salary, payable not less often than monthly and in accordance with
                                         the Company’s normal and reasonable payroll practices, a monthly gross amount equal to
                                         NIS 22,000 (the “Gross Salary”). Notwithstanding the above, during the
                                         Trial period, the Gross Salary shall be equal to NIS 20,000.



 


		 	5.1.2     An
                                         amount equal to 10% of the Gross Salary of the Employee, shall be considered as a special
                                         compensation for the Employee’s obligation not to compete with the Company, as defined
                                         in Section 8 herein (hereinafter: “The Special Compensation”).



 


			5.1.3    
                                         The Company will pay the Employee the Gross Salary until the 9th of each month,
                                         for the previous month.



 


			5.1.4     In addition, in accordance with the
                                                                            Company’s policy, once a year the parties will
                                                                            conduct a salary review for the Employee, during which the Company shall evaluate the Employee’s performance and shall
                                                                            decide                                                                                      (according to the performance of
                                                                            the Employee and the development of the Company) whether to increase his salary, and, if so,
                                                                            in what amount. Nothing in this clause shall be construed as the Company’s commitment to increase the Employee’s salary
                                                                            at any                                                                                      time.



 




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5.2           Insurance
Policy: The Company and the Employee will obtain and maintain an insurance policy for the exclusive benefit of the Employee,
as follows: The Company shall continue to insure the Employee under his existing pension fund (the “Keren
Pensia”), under which the Company shall contribute 6% of an amount equal to 2 (two) times the average wage in
Israel (the “Maximum Amount”) as compensatory payments, and 8.33% of the Maximum Amount in lieu of
severance pay (i.e. 6% of the Maximum Amount to the Keren Pensia + an additional 2.33% of the Maximum Amount towards a
‘Kupat Gemel’). The Employee shall contribute in respect of such Keren Pensia a monthly amount equal to five and
one half percent (5.5%) of the Maximum Amount.


 


In addition, the Company shall obtain
and maintain a manager’s insurance policy for the exclusive benefit of the Employee in the customary form with respect to
which the Company shall be the beneficiary (the “Bituach Menahalim”). The Company shall contribute to such
Bituach Menahalim a monthly amount equal to thirteen and one third percent (13.33%) of an amount equal to the difference between
the Maximum Amount and the Gross Salary (the “Exceeding Amount”), out of which 8.33% are designated for severance
payments and 5% are designated for compensatory payments. The Employee shall contribute in respect of such Bituach Menahalim a
monthly amount equal to five percent (5%) of the Exceeding Amount as compensatory payments. The Employee hereby instructs the
Company to transfer to the Keren Pusia and the Bituach Menahalim all amounts on account of both the Company’s and Employee’s
Contributions in respect of such plans.


 


5.3           It
is hereby agreed that upon termination of employment under this Agreement, the Company shall release to the Employee all
amounts accrued in the Keren Pencia and the Bituach Menahalim on account of both the Company’s and Employee’s
Contributions. It is hereby agreed that if the Employee is dismissed under the circumstances defined in Section 16 and/or
Section 17 of the Severance Pay Law - the Employee shall not be entitled to any Severance Pay.


 


It is hereby clearly agreed and
understood that the amounts accrued in the Keren Pensia and the Bituach Menahalim on account of the Company’s
Contribution shall be in lieu and in full and final substitution of any severance pay the Employee shall be or become
entitled to under any applicable Israeli law. This section is in accordance with Section 14 of the Severance Pay Law, and the
General Approval of the Labor Minister, dated June 30, 1998, issued in accordance to the said Section 14, a copy of which is
attached hereby as Appendix A


 


5.4          In addition, the Company shall
obtain Disability Insurance (“Ovdan Kosher Avoda”), which may be included within the Bituach Menahalim, for
the exclusive benefit of the Employee and shall contribute therefore an amount not exceeding two and a half percent (2.5%) of
each monthly Gross Salary Payment, or such amount required to enable the payment of at least 75% of the Gross Salary.


 


5.5
      The Company and the Employee shall open and maintain a Keren Hishtalmut Fund for the
exclusive benefit of the employee (the “Fund”). The Company shall contribute to such Fund an amount equal
to seven and a half percent (7.5%) and the Employee shall contribute to such Fund an amount equal to two and a half percent
(2.5%) of each monthly Gross Salary payment. The Employee hereby instructs the Company to transfer to the Fund the amount of
the Employee’s and the Company’s contribution from each monthly Gross Salary payment.


 


For the removal of doubt it is hereby clarified,
that is the event of termination of Employee’s employment under this Agreement for any reason other than a termination for cause
(as defined above) Employee shall be entitled to all sums accumulated in the Fund. In the event of termination for cause (as defined
above) Employee shall not be entitled to any of Company’s contributions to the Fund made during this Agreement.


 




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5.6           The
Employe will be entitled to use a leased company car (the: “Company Car”), The Company  Car type shall be
of Reno-Megan (group 2). The Company will cover all the operating expenses of the Company Car (excluding parking expenses
and/or fines), and the Employee shall bare any and all taxes applicable to Employee in connection with the Company Car.
Payments of the Company Car’s expenses by the Company under this paragraph are in lieu of traveling expenses to and from work
as required by the Extension Order.


 


Employee shall take good care of such Company Car and
ensure that the provisions of the insurance Policy and Company’s rules relating to Company Car are strictly, lawfully and
carefully observed. Employee is aware that in order to provide Employee with the Company Car the Company shall lease the
Company Car from a leasing company, and Employee undertakes to strictly comply with the provisions of the leasing
agreement.


 


Employee shall return Company Car
(together with its keys and any other equipment supplied and/or installed therein by Company) to Company’s principal office upon,
termination of Employee’s employment with Company. Employee shall have no rights of lien with respect to Company Car and/or any
other equipment relating thereto as above mentioned.


 


5.7           Company
shall provide Employee with, and pay for the use of, a cellular phone for Employee’s use in the course of
performing Employee’s obligations under Employee’s Position, up to an aggregate amount of NIS 300 per month (the
“Cellular Phone”). Employee shall bear any and all taxes applicable to Employee in connection with the Cellular
Phone and/or the use thereof. Employee shall return the Cellular Phone to Company’s principal office upon termination of
Employee’s employment with Company. Employee shall have no rights of lien with respect to the Cellular Phone.


 


5.8           Subject
to an adoption of an Employee stock option plan by the Company, Employee shall be granted options to purchase shares of the Company.
The option shall be subject to the terms of the Company’s Employee Stock Option Plan, and the option agreement to be entered into
between the Company and the Employee, following the adoption of  an Employee Stock Option Plan by the Company.


 


	5.9	The
    Agreed Alternative Payment - in Case_of a Claim for Overtime Payments


 


5.9.1           Employee
agrees and acknowledges that due to his position in the Company, the Hours of Work and Rest Law, 1951 (hereinafter:
“the Hours of Work and Rest Law”) does not apply on him. Therefore, the Employee shall not be entitled to
claim or receive payments or any additional pay for overtime working hours, shifts, or work performed on Saturday or
holidays.


 


5.9.2           The
Employee undertakes, by signing this Agreement, that he will not sue, and/or demand, and/or claim that he is entitled to any
additional payment to his Monthly Gross Salary due to overtime, above his Monthly Gross Salary which includes all the
consideration which the Employee is entitled to receive for overtime.


 


5.9.3           Therefore,
if notwithstanding the agreement of the parties and the Employee’s informed undertaking under this Agreement, it will be
decided by a competent court, or any other competent tribunal, either due to Employee’s application or any other source, that
the Hours of Work and Rest Law applies to the Employee, and that therefore the Employee is entitled to compensation, or any
other additional payments due to overtime –  then the parties hereto agree that the salary, which the Employee was
entitled to, was 75% (Seventy-five percent) of the Monthly Gross Salary which was paid to the Employee under this Agreement.
(hereinafter the “Agreed Alternative Payment”).


 


5.9.4           The
Employee will be obligated to return the Company, on the day of the claim and/or demand which contradicts this Agreement, in
which it will be claimed that the Working Hours and Rest Law applies to him, and/or that he was entitled to Overtime Payments
– all additional payments that the Employee received from the Company over the Agreed Alternative Payment as defined
above (the “Excess Amount”).


 




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5.9.5      
Each Excess Amount that the Employee will be obligated to return to the Company as mentioned above - shall bear interest
and shall be linked to the Cost of Living Index on the  Employee’s pay day – as compared to the Index on the day
such amount will be returned to the Company.


 


5.9.6     
The Company shall be entitled to set off such Excess Amounts against all amounts that the Employee shall be entitled to under
this Agreement, or under the decision of the Court or of any other competent tribunal as mentioned above, which shall not
derogate from any other right of the Company to receive from the Employee the rest of the amounts it is entitled to.


 


	6.	Taxation


 


6.1           To
the extent applicable, the Company may deduct from the compensation payable to Employee under this Agreement any and
all taxes and charges (including health tax) applicable to Employee as may now be in effect or which may hereafter be enacted
or required by law, and make the appropriate payments on behalf of Employee to the income tax authorities, the Institute
of National Insurance and any other relevant authority. Employee shall respectively pay all  taxes and payments as required
or shall be required by any applicable law. Employee shall notify the Company of any change in Employee’s place of
residence or status, which may affect Employee’s tax liability anywhere in the world.


 


6.2          The
Employee acknowledges that some of the benefits granted to Employee under this Agreement may be treated by the authorities as
additional compensation to Employee, and therefore Employee agrees that, in such event Employee shall pay all taxes, national
insurance contributions, and other payments required to be paid to the authorities in connection therewith


 


	7.	Secrecy
    and Nondisclosure


 


7.1           The
Employee shall treat as secret and confidential all of the processes, methods, formulas, procedures, techniques, software,
designs, data, drawings and other information which are not of public knowledge or record pertaining to the Company’s
Business (existing, potential and future), including without limitation, all business information relating to customers and
suppliers and products of which the Employee becomes aware during and as a result of his employment or association with the
Company, and Employee shall not disclose, use, publish, or in any other manner reveal, directly or indirectly, at any time
during or after the term of this Agreement, any such processes, methods, formulas, procedures, techniques, software, designs,
data, drawings and other information pertaining to the Company’s existing or future Business or products The Employee may
disclose or use such information, if at all, only with the prior express written consent of the Company.


 


7.2           The
Employee hereby undertakes to return, upon request, to the Company, all written materials, records, documents, computer software
and/or hardware or any other material which belongs to the Company and that might be in his possession, and if requested by the
Company to do so, will execute a written statement confirming compliance with the above said.


 


7.3           The
Employee acknowledges that all of the secrets, information, or documents aforementioned in Sub-Sections 7.1 and 7.2 above, are
essential commercial and proprietary information of the Company which is not public information and cannot easily be discovered
by others, whose confidentiality provides the Company a commercial advantage over its competitors, and the Company is taking reasonable
measures to safeguard its confidentiality.


 


7.4          The Employee’s undertakings pursuant to this clause shall
remain in force after the termination of Employee’s employment under this Agreement.


 




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		8.	Non - Competition



 


8.1          Employee
agrees that during the term of this Agreement and for a period of one (1) year after he ceases to be employed by the Company
he will not, directly or indirectly, for his own account or as an employee, officer, director, partner, joint venturer.
shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in
which Employee holds less than 5% of the outstanding shares) and without the prior written consent of the Company, interest
himself in or engage in any business or enterprise, anywhere in the world, that directly competes with the Business of the
Company, that exists now or in the future or is based on similar technology to the technology that was developed by the
Company.


 


8.2          Employee
agrees that during a period of six months from termination of this Agreement, he shall not employ directly or indirectly any individual
employed by the Company during the six-month period, which preceded such date of termination.


 


8.3          Employee
acknowledges that the restricted period of time and geographical area specified under Sections 8.1 and 8.2 hereof are reasonable,
in view of the nature of the business in which the Company is engaged and Employee’s knowledge of the Business.


 


8.4         Notwithstanding
anything contained in Section 8.3 to the contrary, if the period of time or the geographical area specified under Sections 8.1
or 8.2 hereof should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction
shall be reduced so that this Agreement maybe enforced in such area and during such period of time as shall be determined to be
reasonable by such judicial proceeding.


 


8.5          If
the Employee shall breach any of his obligations under this Section 8 - The Employee will be obligated to return the Company,
immediately, the Special Compensation, as defined above. Such Special Compensation thus returned to the Company:


 


8.5.1          Shall
bear interest, and shall be linked to the Cost of Living Index on the Employee’s pay day– as compared to the Index on
the day such amount will be returned to the Company.


 


8.5.2          Shall
not derogate from any other right of the Company to receive from the Employee the rest of the amount it is entitled to.


 


8.6          The
Employee declares and acknowledges that:


 


8.6.1          His
obligations of protecting the confidentiality and non-competition provisions included in this Agreement are fair, reasonable,
and proportional, especially in light of the special compensation he receives under this Agreement which is designed to protect
the Company’s secrets and its confidential information, which constitute the essence of its protected business and commercial
advantage in which significant capital investments were made.


 


8.62         Breach
of an obligation under this Section - shall contradict the nature of the special trust and relationship of loyalty between the
parties, the fair and proper business practices, the duty of good faith and fairness between the parties, shall harm the Company,
and shall constitute a material breach of this Agreement and the trade secrets, confidential connections, confidential information,
and other privileged interests of the Company.


 


8.6.3          The
Employee declares that his obligations under this section, which are reasonable and proportional - do not prevent the employee
from developing his general knowledge and professional expertise in the area of his business, with regard to those who are not
customers and employees of the Company and without usurping its trade secrets.


 




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9.         Development
Rights


 


The Employee agrees and declares that, all proprietary
information including but not limited to copyrights, trade secrets and know-how, patents and other rights in connection
therewith developed by or with the contribution of Employee’s efforts during his employment by the Company shall be the sole
property of the Company, and the Employee shall execute all documents necessary to assign any patents to the Company and
otherwise transfer such proprietary rights to the Company. In Addition, Employee agrees to be bound by the terms and
conditions of the Intellectual Property assignment of rights stated in Appendix B hereto, incorporated by
reference as part of this Agreement.


 


10.         Employee
Representations and Acknowledgments


 


The Employee represents and
warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) will
not constitute a default under or breach of any agreement or other instrument to which he is a party or by which he is
bound, including without limitation, any confidentiality or non-competition agreement, (ii) do not require the consent of any
person or entity, and (iii) shall not utilize during the term of his employment any proprietary information of any third
party, including prior employers of the Employee.


 


11.         Vacation,
Illness, Dmey Havra’ah


 


11.1         Employee
shall be entitled to such number of paid vacation days during each year of his employment, as provided by Israeli Labor Law.


 


11.2         Employee
shall be entitled to such number of working days of paid illness vacation during each year of his employment, as provided by Israeli
Labor Law, or more, in accordance with Company Policy.


 


11.3         The
employee shall be entitled to “Dmey Havra’ah”in accordance with any applicable law.


 


12.         Benefit


 


Except as otherwise
herein expressly Provided, this Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns,
including, without limitation, any subsidiary or affiliated entity and shall inure to the benefit of, and be binding upon, Employee,
his heirs, executors, administrators and legal representatives, Notwithstanding the foregoing, the obligations of Employee hereunder
shall not be assignable or delegable.


 


13.         Entire
Agreement


 


This Agreement constitutes the entire understanding and agreement
between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter
hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties
hereto.


 


14.         Notices


 


All notices, requests and other communications
to any party hereunder shall be given or made in writing and telecopied, mailed (by registered or certified mail) or delivered
by hand to the respective party at the address set forth in the caption of this
Agreement or to such other address (or telecopier number) as such party may hereafter specify for the purpose of notice
to the other party hereto. Each such notice, request or other communication shall be effective (i) if given by facsimile,
when such facsimile is transmitted to the facsimile number specified herein and the appropriate answerback is received or (ii)
if given by any other means, when delivered at the address specified herein.


 




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15.         Affiliated
Companies


 


For the purpose of Sections 7 and 8 above, the term “Company” shall
include also the Company’s Parent company, Company’s subsidiary or any company controlled or owned by the Company’s parent
company.


 


		16.	Applicable Law



 


16 .1         This
Agreement shall not derogate from any Applicable Law, Extension Order, or Collective Agreement.


 


16.2         This
Agreement shall be governed by, and construed and enforced in accordance with, the laws of Israel without giving effect to principles
of conflicts of law and the courts of Israel, District of Tel Aviv, shall have exclusive jurisdiction over the parties hereto and subject
matter hereof.


 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first appearing above.


 


	/s/ Efi Cohen Arazi	 	/s/ Nadav Navon
	INTEC PHARMA LTD.	 	EMPLOYEE


 




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APPENDIX A


 


General Approval (Combined Version) Regarding
Employers’ Contributions to 


Pension Funds and
Insurance Funds in lieu of Severance Pay


Under the Severance Pay Law, 5723-1963


[Updated as of February 28, 2001]


 


By virtue of my power under Section 14
of the Severance Pay Law, 5723-19631 (the “Law”), I hereby confirm, that contributions made by an employer
for his employee, commencing as of the date of publication of this approval, to a comprehensive pension in a provident fund for
annuity that is not an insurance fund within the meaning of such term in the Income Tax Regulations (Rules for the Approval and
Management of Provident Funds), 5724-19642 (a “Pension Fund”) or to a managers’ insurance that includes
the possibility of an annuity or a combination of payments to an annuity plan and to a non-annuity plan within such insurance fund
(an “Insurance Fund), including combined contributions made by the employer to a Pension Fund and to an Insurance Fund, whether
or not the Insurance Fund includes an annuity plan (the “Employer's Contributions”), shall be payable in lieu of severance
pay due to such employee in respect of the salary from which such contributions were made and the period they were made for (the
“Exempt Salary”); provided, however, that all of the following conditions have been fulfilled:


 


		(1)	The Employer's Contributions -



 


		(a)	To the Pension Fund, are at a rate of no less than 14 1/3% of the Exempt Salary, or 12% of the
Exempt Salary, if in addition thereto, the employer makes supplementary severance pay contributions for his employee to a provident
fund for severance pay or to an Insurance Fund in the employee's name, at a rate of 2 1/3% of the Exempt Salary. In the event that
the employer has not contributed such 2 1/3% in addition to said 12%, his contributions shall only replace 72% of the employee's
severance pay;



 


		(b)	To the Insurance Fund are at a rate of no less than one of the following:



 


		(1)	13 1/3% of the Exempt Salary, if in addition thereto, the employer makes contributions for his
employee for securing monthly income in the event of disability to a plan approved by the Commissioner of the Capital Market, Insurance
and Savings at the Ministry of Finance, at the rate required to secure at least 75% of the Exempt Salary or a rate of 2 1/2% of
the Exempt Salary, whichever is lower (“Disability Insurance Contributions”); or



 


 






		1	Statues 5723, p. 136.



		2	Regulations 5724, p. 1302.



 




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		(2)	11% of the Exempt Salary, if the employer also made Disability Insurance Contributions, and in
such case the Employer's Contributions shall only replace 72% of the Employee's severance pay; In the event that the employer has
made, in addition to the foregoing, supplementary severance pay contributions to a provident fund for severance pay or to an Insurance
Fund in the employee's name at a rate of 2 1/3% of the Exempt Salary, the Employer's Contributions shall replace 100% of the employee's
severance pay.



 


		(2)	By no later than three months of the commencement date of the Employer's Contributions, a written
agreement is executed between the employer and the employee that includes:



 


		(a)	The employee’s consent to the arrangement pursuant to this approval in a form specifying
the Employer's Contributions, and the Pension Fund and Insurance Fund, as applicable; such agreement shall also include the form
of this approval;



 


		(b)3	The employer’s advance waiver of any right he may
have to a refund of monies from his contributions, unless the employee’s right to severance pay has been revoked by virtue
of Sections 16 or 17 of the Law, and to the extent so revoked, or the employee has withdrawn monies from the Pension Fund or Insurance
Fund other than by reason of an Entitling Event; in such regard "Entitling Event" means death, disability or retirement
at or after the age of 60 or more



 


		(c)	This approval shall not derogate from the employee's right to severance pay under any law, collective
agreement, expansion order or employment contract, in respect of salary over and above the Exempt Salary.



 


	 	Eliyahu Yishai
	 	 
	 	Minister of Labor and Social
	 	Affairs


 


Signature of employee:


 


	 	 	 	 	[signature]	 
	 	 	 	 	 	 
	Date: 	 	 	Signature: 	/s/ Nadav Navon	 


 


 






		3	Amendment: Official Gazette 4803, 5760 (September 19, 1999).



 




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APPENDIX
B 


 


Intellectual Property assignments
of rights


 


1.         For
purposes of this Appendix, the following definitions shall apply:


 


“Inventions”
shall mean:


 


A.          All
inventions, improvements, modifications, and enhancements whether or not patentable, made by the Employee during or in the
course of employment, or which relate, directly or indirectly to the business of the Company, or which were made using the
Company’ equipment, and


 


B.          All
inventions, improvements, modifications and enhancements made by the Employee, during a period of twelve (12) months (or such
lesser maximum period permitted by law) after any termination of the Employee’s employment, which relate, directly or indirectly,
to the business of the Company at the time they were so made.


 


“Work
Product” shall mean all documentation, software, hardware, firmware, creative works, artworks, know-how and information
created, in whole or in part, by the Employee during the Employee’s employment by the Company, whether or not copyrightable or otherwise
protectable, excluding Inventions.


 


“Trade
Secrets” shall mean “Commercial Secrets” as defined in the Law of Commercial Wrongs, 1999,
and all documentation, software, hardware, firmware, customer lists, know-how and other information of any kind or nature relating
to the past, present or future business of the Company or any plans therefor, or relating to the past, present or future business
of a third party or plans therefor (including but not limited to any items and information in any form determined by law as trade
secrets) that are disclosed to the Employee, which the Company does not disclose to third parties without restrictions on use
or further disclosure.


 


2.         Without
derogating from any other provision of the law:


 


A.          The
Employee shall promptly disclose to the Company all Inventions and keep accurate records relating to the conception and
reduction to practice of all Inventions. Such records shall be the sole and exclusive property of the Company, and the Employee
shall surrender possession of such records to the Company upon any termination of the Employee’s relationship with the
Company.


 


B.          The
Employee hereby assigns to the Company, without additional consideration to the Employee, the entire right, title and interest in
and to the Inventions and Work Product and in and to all proprietary and any and all intellectual property rights therein or based
thereon. The Employee shall execute all such assignments, oaths, declarations and other documents as may be prepared by the Company
to effect the foregoing.


 


C.          During
the term of this Agreement, and thereafter, the Employee shall provide the Company with all information, documentation, and
assistance the Company may reasonably request to perfect, enforce, or defend its proprietary rights in or based on the
Inventions, Work Product and/or Trade Secrets. The Company, in its sole discretion, shall determine the extent of the proprietary
rights, if any, to be protected in or based on the Inventions and/or Work Product. All such information, documentation, and
assistance shall be provided to the Company by the Employee at no additional expense to the Company, except for out-of-pocket
expenses which the Employee incurred at the Company’s request.


 




    	-11-



    	 



    

  


D.          During
the term of this Agreement, and thereafter, the Employee shall treat Inventions and Work Product as Confidential Information
under this Agreement and shall not disclose them to others without the prior written permission of the Company, or use such
Inventions and/or Work Product for any purpose, other than for the performance of services for the Company.


 


3.         Remedies.         The
Employee acknowledges that a breach of the covenants contained in this Agreement and this Appendix B would result in
substantial injury and damage to the Company for which there is no adequate remedy at law. Therefore, in the event of an actual
or threatened breach of such covenants by the Employee, the Company shall be entitled, in addition to all other rights,
remedies and damages that may be available to the Company at law or in equity, to a preliminary restraining order and an
injunction, or any other available equitable remedy, to restrain the violation or attempted violation of this Agreement by
the Employee or by any other person or entity acting for his benefit or on his behalf. In the event there is any action to
enforce the terms of such restrictive covenants, the prevailing party, in addition to any other remedy, shall be entitled to
recover reasonable attorney’s fees and all other reasonable costs associated with any such action both on the trial and
appellate level and in any creditor’s proceedings. In the event that a court of competent jurisdiction determines by
final non-appealable judgment that the scope, time period, or geographical limitations of any of the restrictive
covenants specifically set forth herein are too broad to be capable of enforcement, said court is authorized, and the parties
hereto stipulate that such court shall, modify said restrictive covenants and enforce such provisions as to scope, time, and
geographical areas as the court deems equitable, just and appropriate considering the intent of the parties hereto.


 




    	-12-



    	 



    

 


Translated from Hebrew


 


Annex to Employment Agreement


Entered into and signed in Jerusalem on May
29, 2011


 


	Between:	Intec Pharma Ltd., Company 513022780
	 	of 12 Hartom Street, Jerusalem
	 	(the "Company")
	 	of the first part;
	 	 
	And:	Nadav Navon
	 	of 7 Sochovolsky Street, Rehovot
	 	(the "Employee")
	 	of the second part;


 


		Whereas	the Employee serves as the Company’s R&D Manager under an employment agreement dated
January 15, 2006, which is attached hereto, with the annexes thereto, as Annex A (the “Agreement”);
and



 


		Whereas	the parties’ intention in respect of this document is to amend the terms and conditions of
the Agreement as specified below;



 


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


 


		1.	The preamble to this annex and the annexes hereto constitute an integral part hereof.



 


		2.	All of the rights and obligations specified in the Agreement shall continue to remain in force
and effect and all of the terms and conditions of the Agreement shall continue to apply between the parties, other than if and
insofar as expressly modified in this annex to the Agreement.



 


		3.	The following vesting conditions, shall apply, subject to receipt of the approvals required under
any law, to the options granted to the Employee on October 13, 2010,:



 


		a)	In events in which the Company is sold to a third party and/or control is transferred from the
present shareholders of the Company to a third party and/or its main assets are sold to a third party and/or the Company’s
business is merged with another company (including a “reverse acquisition” in which the shareholders of the Company
hold the majority of shares of the merged company) and/or a license is granted in respect of all of the Company’s assets
or its main assets and/or transactions the nature of which is like the transactions specified above (the “Acquisition
Event”), then – the vesting dates will be accelerated such that the Employee may exercise, immediately and upon
occurrence of the Acquisition Event, all of the options allotted to him, even if such options shall not have vested yet under the
terms of the Agreement.



 



    	 



    	 



    

 


		b)	Insofar as the Employee is dismissed for a reason that is not included in Section 4.1 of the Agreement,
the vesting dates of a relative part of the options allotted to him will be accelerated, even if the same have not yet vested.
The relative part will be calculated as the ratio between the number of days between the granting date and the dismissal date and
the time between the granting date and the original vesting date.



 


		4.	In addition to the salary specified in the Agreement, the Employee shall be entitled to receive
a bonus from the Company, in respect of engagement in a Commercialization Agreement, subject to the following conditions:



 


		a.	The Employee is employed by the Company on the date of signing of the Commercialization Agreement
and on the date of performance thereof, as defined hereunder.



 


		b.	The Company signs a Commercialization Agreement with a third party in respect of at least one of
its products.



 


In this annex, a “Commercialization
Agreement” is an agreement, engagement in which shall have been lawfully approved by the appropriate organs of the Company
under any law, and for the signing and consummation of which the Company receives monetary compensation, the net aggregate sum
of which, during the Employee’s term of employment with the Company, shall be no lesser than U.S. $10,000,000 (ten million
U.S. dollars).


 


		c.	The bonus rate shall be 1.5% of the consideration actually received by the Company up to an aggregate
amount received by the Company of U.S. $66.7 million.



 


It is clarified that the Employee
shall not be entitled to an additional bonus in respect of amounts exceeding U.S. $66.7 million which are paid, if and insofar
as they are paid, to the Company.


 


The aforesaid relative rate shall
be paid to the Employee on a current basis within 60 days of the date of actual receipt of the amounts by the Company.


 


		d.	For the avoidance of doubt, insofar as the Employee discontinues his employment with the Company
for any reason whatsoever, the Company shall not be obligated to pay any part of the bonus in respect of payments received subsequently
to the termination of the Employee’s employment with the Company.



 


		e.	The Employee shall exclusively bear payment of any tax deriving from receipt of the bonus under
applicable law. Payment of such tax shall be withheld by the Company, unless the Employee provides a certificate of exemption from
tax withholding.



 


		f.	The amount of the bonus, its rate, the manner in which it is determined and the payment date thereof
shall be exclusively determined by the Company, as per its sole and absolute discretion.



 



    	 



    	 



    

 


		g.	The Employee agrees that any claim, suit or demand stemming from the bonus or bonuses described
above shall be examined, insofar as the Company consents to such examination request, by a certified accountant, who shall be appointed
by the Company per the Company’s sole and absolute discretion, and the results of his examination shall be final and conclusive.
The Employee shall bear the full fee of the accountant, if the examination is conducted as per his request.



 


In witness whereof the parties
have hereunto set their hands


 


	/s/
    Giora Carni	 	/s/
    Nadav Navon
	Intec Pharma Ltd.	 	Nadav Navon


 



    	 



    	 



    

 


Translated from Hebrew


 


Addendum to Employment Agreement


Entered into and signed in Jerusalem on March
__, 2012


 


	Between:	Intec Pharma Ltd., Company 513022780
	 	of 12 Hartom Street, Jerusalem
	 	(the "Company")
	 	of the first part;
	 	 
	And:	Nadav Navon 24009011, I.D. 022152177
	 	of 7 Sochovolsky Street, Rehovot
	 	(the "Employee")
	 	of the second part;


 


		Whereas	the Employee serves as manager of the R&D Department under an employment agreement dated January
15, 2006, which is attached hereto, the annexes thereto, as Annex A (the “Agreement”); and



 


		Whereas	the parties intend for all of the rights granted to the Employee under the Agreement to remain
in force and effect and for all of the terms and conditions of the Agreement to continue to apply between the parties, other than
if and insofar as expressly modified in this annex;



 


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


 


		1.	The preamble to this addendum and the annexes hereto constitute an integral part hereof.



 


		2.	The monthly salary of the VP R&D shall be updated to NIS 37,000 per month as of March 1, 2012.



 


		3.	Section 7.4 of the Agreement shall be replaced with the following language:



 


“Each party may terminate this
agreement at any time by a written prior notice of 90 days to the other party”.


 


		4.	All of the other provisions of the Agreement shall remain in force and effect.



 


In witness whereof the parties have hereunto
set their hands


 


	/s/ Giora Carni	 	/s/ Nadav Navon
	Intec Pharma Ltd.	 	Nadav Navon


 




    	 



    	 



    

 


Translated from Hebrew


 


Amendment to Agreement


Entered into and signed in Jerusalem on October
21, 2013


 


	Between:	Intec Pharma Ltd., Company 513022780
	 	of 12 Hartom Street, Jerusalem
	 	(the "Company")
	 	of the first part;
	 	 
	And:	Nadav Navon, I.D. 24009011
	 	of 20 Eliezer Ben Yehuda Street, Rehovot
	 	("VP R&D & Operations")
	 	of the second part;


 


		Whereas	Mr. Nadav Navon serves as the Company’s VP R&D & Operations under an employment agreement
dated March 28, 2012, which is an update of the previous employment agreement (the “March 2012 Update”) of May
29, 2011 (the “May 2011 Update”), which is an update of his previous employment agreement with the Company dated
January 15, 2006 (the “January 2006 Agreement”); and



 


		Whereas	the parties intend to amend the January 2006 Agreement and the May 2011 Update and the March 2012
Update, as approved by the Company’s compensation committee and board of directors, all as specified in this amendment to
the agreement and subject to approval by the Company’s shareholders;



 


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


 


		1.	General



 


		1.1.	The preamble to this amendment to the agreement and the annexes hereto constitute an integral part
hereof.



 


		1.2.	The headings in this amendment to the agreement are added solely for the sake of convenience and
no use shall be made thereof for interpretation purposes.



 


		2.	Salary and Social Benefits



 


Update of gross monthly salary:
the monthly salary shall increase and amount to NIS 44,000.


 


		3.	Cash Bonus



 


The cash bonus of $1,000,000, to
which the VP R&D & Operations would be entitled due to the execution of a material agreement, is cancelled.


 




    	 



    	 



    

 


		4.	Options



 


		(1)	The VP R&D & Operations will be allotted 500,000 options for the purchase of 500,000 Company
shares of par value NIS 0.0.1 each, against an exercise price equal to the average of the share’s closing prices in the 30-day
period preceding the board of directors’ resolution. Options that shall vest over time shall become exercisable according
to the terms and conditions of the Option Plan. Options that shall vest over time shall be effective for a period of up to 72 calendar
months as of the granting date thereof. Options that shall vest over time shall expire at the end of 90 days as of the date of
termination of employment of the VP R&D & Operations, and shall be deemed null and void and non-exercisable, if, by such
time, entitlement to exercise the same shall not have arisen and the same shall not have been exercised by the VP R&D &
Operations;



 


		(2)	The VP R&D & Operations will be allotted, on a one-time basis, 2,860,000 contingent options
for the purchase of 2,860,000 Company shares of par value NIS 0.0.1 each, against an exercise price equal to the average of the
share’s closing prices in the 30-day period preceding the board of directors’ resolution on the allotment (the “Contingent
Options”). The Contingent Options are in keeping with the provisions of the Company’s Option Plan for Employees,
Officers, Directors and Consultants of 2005. The Contingent Options shall fully vest and be available for exercise immediately
after a Material Agreement becomes effective.



 


For this purpose, a “Material
Agreement” shall mean an agreement satisfying the following cumulative conditions: (a) an agreement shall have been signed
with a company or an entity, (b) in a transaction with the Company (or with another entity designated by the Company for the purpose
of such engagement) in connection with the Company’s core business, (c) the agreement shall have been approved by a majority
of the votes of the Company’s board of directors as a material agreement for the Company, and (d) the agreement significantly
increases the Company’s value for a reasonable duration of time.


 


The Contingent Options shall remain
in force and effect for a period of up to 72 calendar months as of the granting date thereof. The Contingent Options shall expire
at the end of 90 days as of the date of termination of employment of the VP R&D & Operations, and shall be deemed null
and void and non-exercisable, if, by such time, entitlement to exercise the same shall not have arisen and the same shall not have
been exercised by the VP R&D & Operations.


 


		5.	Termination of engagement



 


The Company and the VP R&D &
Operations may terminate the employment agreement by a written prior notice of 3 months.


 




    	2



    	 



    

 


		6.	Miscellaneous



 


		6.1.	All of the terms and conditions of the January 2006 Agreement and the May 2011 Update and the March
2012 Update, unless specifically amended in this amendment to the agreement, shall remain in force and effect and shall bind the
parties.



 


		6.2.	This amendment to the agreement shall be deemed, for all intents and purposes, as an integral part
of the January 2006 Agreement and the May 2011 Update and the March 2012 Update, and they shall constitute the full agreement of
the parties to the agreement in respect of the subject-matter at hand, which prevails over any and all previous agreements and
undertakings, both written and oral, between the parties to the agreement in respect of the subject-matter at hand.



 


In witness whereof the parties have hereunto
set their hands


 


	/s/ Giora Carni	 	/s/ Nadav Navon
	Intec Pharma Ltd.	 	Nadav Navon


 




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