Exhibit 10.3


 


TERMINATION
OF SERVICES AGREEMENT


 


THIS
TERMINATION OF SERVICES AGREEMENT (this “Agreement”) made as of this _____________, 2017 (the “Effective
Date”) by and between CAN-FITE BIOPHARMA LTD., an Israeli-registered public company whose principal place of
business is located at 10 Bareket Street, Petach Tikva, Israel ( “CanFite”), OPHTHALIX INC., a Delaware-registered
company, whose principal place of business is located at 10 Bareket Street, Petach Tikva, Israel ("OphthaliX"),
and its wholly owned subsidiary, EYEFITE LTD., an Israeli-registered private company whose principal place of business
is located at 12 Abba Hillel Silver, Ramat Gan 52506 , Israel ("EyeFite" and together with OphthaliX, the “Companies”
and Can-Fite, Eyefite and OphthaliX, each a “Party”).


 


		WHEREAS	on
                                         November 21, 2011 the Parties entered into a services agreement, a copy of which is attached
                                         hereto as Exhibit A (the “Services Agreement”) in accordance to which
                                         CanFite provided certain services to the Companies in its clinical development activities
                                         with the therapeutic drug CF101 for the field of ophthalmic diseases; and
	 	 	 
		WHEREAS	the
                                         Parties hereto mutually wish to terminate the Services Agreement effective as of the
                                         Effective Date.



 


NOW
THEREFORE, in consideration of the mutual undertakings and promises herein contained, the parties hereby agree as follows:


 


		1.	TERMINATION
                                         OF THE SERVICE AGREEMENT



 


		1.1	In
                                         accordance with Section 3.1 and 9.3 of the Services Agreement, the Parties hereby agree
                                         to amend the Services Agreement so as to enable the mutual termination of the Service
                                         Agreement hereunder.



 


		1.2	Accordingly,
                                         the Parties hereby terminate the Services Agreement, such termination to be effective
                                         as of the Effective Date.



 


		1.3	CanFite
                                         hereby waives any and all payments owed to it by the Companies under the Services Agreement
                                         and outstanding as of the Effective Date so that any and all such amounts are hereby
                                         waived and cancelled.



 


		2.	NO
                                         CLAIMS



 


Each
of the Parties hereto hereby represents and certifies that it has no claims against the other Party and the termination of the
Agreement is agreed upon amicably and due to the failure of the clinical trials performed by OphthaliX.


  


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IN
WITNESS WHEREOF, the parties have executed this Agreement


  





	 	 	 	 
	CAN-FITE BIOPHARMA LTD.	 	OPHTHALIX INC.	 
	 	 	 	 
	Name:	 	Name:	 
	Title	 	Title	 
	Date:	 	Date:	 



 


	 	 	 
	EYEFITE LTD.	 	 
	Name:	 	 
	Title	 	 
	Date:	 	 



 



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Exhibit
A


 


THE
SERVICES AGREEMENT




 


 


 


3