Exhibit
4.10


 


SERVICES
AGREEMENT


 


This
Services Agreement (the “Agreement”) is entered into as of August
29, 2017, by and between intec pharma ltd., a company incorporated under the laws
of the State of Israel, with its principal office at 12 Hartom Street, Har Hotzvim, Jerusalem 9777512, Israel (the “Company”),
and Jeffrey A. Meckler of 7W 84th Apt 1-A New York NY 10024, USA (the “Vice Chairman”).


 


Whereas,
the Vice Chairman has presented his nomination to act as the Vice Chairman of the board of directors of the Company (the “Board”);
and


 


Whereas,
the Board deems it’s advisable and in the best interest of the Company to appoint the Vice Chairman to act as the Vice Chairman
of the Board;


 


Whereas,
the Company and the Vice Chairman would like to enter into this Agreement to defined the services to be provided by the Vice Chairman
and to set the compensation for these services;


 


Now,
Therefore, it is hereby agreed as follows:


 


	1.	Term;
                                         Termination.



 


		1.1.	Subject
                                         to the approval of the terms of this Agreement by the Company’s shareholders, this
                                         Agreement shall become effective on May 1, 2017 and shall continue for a period of one
                                         year thereafter, or until its termination in accordance with its terms (the “Term”).



 


		1.2.	Each
                                         of the parties (in the case of termination by the Company, in accordance with a resolution
                                         of the Board to remove the Vice Chairman from his position as Vice Chairman of the Board)
                                         may at any time terminate this Agreement for whatever reason with an advance written
                                         notice of at least 30 days.



 


		1.3.	Notwithstanding
                                         anything to the contrary, the Agreement shall automatically terminate on the date the
                                         Vice Chairman no longer serves as the Vice Chairman of the Board of the Company.



 


	2.	The
                                         Services.



 


		2.1.	During
                                         the Term, the Vice Chairman shall render his services, advice and assistance to the Company
                                         and to the Board and management as may be consistent with his title of Vice Chairman
                                         of the Board and as may be required by applicable law and shall, among others: (a) regularly
                                         participate and preside at Board meetings, and (b) to the extent requested by and in
                                         coordination with the Company’s Chief Executive Officer: (i) provide support with
                                         potential customer and industry relations; (ii) provide assistance and guidance on Company
                                         strategy; (iii) support strategic employee recruiting and retention; (iv) provide assistance
                                         and support on investor relations; and (v) recommend world-class Board candidates to
                                         the Board for its evaluation (collectively with the Additional Services (as defined below),
                                         the “Services”).



 


In
addition, during the first 9-months of the Term, in coordination with the Company’s Chief Executive Officer and the Chairman
of the Board the Vice chairman shall provide further services to the Company to facilitate the (i) raising of sufficient funds
to cover the cost of the Company’s Phase III trial; and (ii) expanding the investor relations of the Company with U.S. investors
of all kinds, including retails, intuitional entities; and (iii) establishment of business development or other strategic opportunities
with big-pharma companies (such additional services are referred hereto as the “Additional Services”). 


 


		2.2.	The
                                         Services shall be rendered in the USA, but the Vice Chairman shall do such traveling
                                         on behalf of the Company as may be reasonably required by his duties.



 


		2.3.	The
                                         Services shall be provided to the Company by the Vice Chairman only.



 






     


     


    

 


		2.4.	The
                                         Vice Chairman shall utilize the highest professional skill, diligence, ethics and care
                                         in providing the Services.



 


	3.	Consideration.



 


		3.1.	As
                                         sole compensation for the Services, the Company shall pay the Vice Chairman the fees
                                         set forth in Exhibit A (the “Fees”).



 


		3.2.	The
                                         Fees constitute the full and final consideration for the Services, and the Vice Chairman
                                         shall not be entitled to any additional consideration (including, without limitations,
                                         any annual or per meeting fees for participation in and/or attending meetings of, the
                                         Board and/or committees thereof), of any form, for the Services.



 


		3.3.	By
                                         signing this Agreement, the Vice Chairman acknowledges and agrees that as a Vice Chairman
                                         to the Company, he is not entitled to receive from the Company any social benefits (including
                                         without limitation, health insurance, paid vacation days, paid sick leave, severance
                                         payments, pension funds, etc.).



 


		3.4.	All
                                         income taxes, national and health insurance payments and any other taxes and levies,
                                         of whatever nature, imposed on the payment to the Vice Chairman hereunder or which may
                                         arise as a result of this Agreement, shall be borne and payable by the Vice Chairman
                                         only, and the Vice Chairman shall be responsible for the payment thereof.



 


		3.5.	In
                                         the event that pursuant to any law or regulation, tax is required to be withheld at source
                                         from any payment made to the Vice Chairman, the Company shall withhold said tax at the
                                         rate set forth in the certification issued by applicable tax authority or if there is
                                         no such certification, at the rate determined by said law, regulation or tax treaty provisions,
                                         unless the Vice Chairman has presented the Company with a valid tax withholding exemption
                                         certificate issued by the applicable tax authority, in which case the reduced withholding
                                         tax will apply. Any tax so withheld by the Company or paid by the Vice Chairman shall
                                         be deemed for all intents and purposes as part of the Fees paid to the Vice Chairman.



 


	4.	Independent
                                         Contractor.



 


		4.1.	The
                                         Vice Chairman agrees and acknowledges that he is performing the Services hereunder as
                                         an independent contractor and that no employer-employee relationship exists or will exist
                                         between the Company and the Vice Chairman.



 


		4.2.	The
                                         Vice Chairman hereby fully and irrevocably represents, warrants and undertakes as follows:



 


		4.2.1.	The
                                         execution and delivery of this Agreement and the fulfillment of the terms hereof (i)
                                         will not constitute a default under or conflict with any agreement or other instrument
                                         to which the Vice Chairman is a party or bound to; (ii) will not result in a breach of
                                         any confidentiality undertaking to any third party, and (iii) do not require the consent
                                         of any person or entity.



 


		4.2.2.	The
                                         Fees are the sole and exclusive consideration which the Company shall be required to
                                         pay for the Services rendered to it.



 


		4.2.3.	The
                                         Vice Chairman is estopped from making any claim regarding the existence of employer-employee
                                         relations with the Company.



 


		4.2.4.	If,
                                         despite the parties’ express representations and agreements hereunder, it shall,
                                         at any time, be determined by a court of competent jurisdiction or by any other governmental
                                         authority, that the Vice Chairman is an employee of the Company or is holding any other
                                         status (rather than an independent contractor) with the Company (in each case in light
                                         of a claim by the Vice Chairman with respect to its independent contractor status), and
                                         that as a consequence of such employment or other status the Vice Chairman is entitled
                                         to payments or benefits that are not otherwise entitled to according to this Agreement,
                                         then all payments made and benefits granted to the Vice Chairman pursuant to this Agreement
                                         will be reduced by 30%, retroactively as of their payment or grant. In such event, the
                                         Vice Chairman will repay the Company any overpayment made by the Company as a consequence
                                         of such reduction. Furthermore, the Company will be entitled to set off that amount from
                                         all payments the Vice Chairman will be entitled to receive from the Company.



 






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	5.	Confidentiality;
                                         Non-Use. Vice Chairman will not, during or subsequent to the Term: (i) use the Confidential
                                         Information for any purpose whatsoever other than the performance of the Services or
                                         (ii) disclose the Confidential Information to any third party. Vice Chairman agrees that
                                         all Confidential Information will remain the sole property of the Company. Vice Chairman
                                         also agrees to take all reasonable precautions to prevent any unauthorized disclosure
                                         of such Confidential Information.



 


For
the purpose of this Agreement “Confidential Information” means any non-public information that relates to the
actual or anticipated business or research and development of the Company, technical data, trade secrets or know-how, including,
but not limited to, research, product plans or other information regarding Company’s products or services and markets therefor,
customer lists and customers, developments, inventions, processes, formulas, technology, designs, drawing, engineering, marketing,
finances or other business information. Confidential Information does not include information that has become publicly known and
made generally available through no wrongful act of Vice Chairman.


 


	6.	Non-Compete;
                                         Non-Solicitation. Vice Chairman shall not, directly or indirectly, in any capacity
                                         whatsoever, whether independently or as a shareholder, employee, consultant, officer
                                         or in any managerial capacity, carry on, set up, own, manage, control or operate, be
                                         employed, engaged or interested in a business anywhere in the world which directly competes
                                         with the Company; The foregoing shall not apply to (i) holdings of securities of any
                                         company that shares of which are publicly traded on a stock exchange, so long as the
                                         Vice Chairman has no active role in such public company, or (ii) de minims non- commercial
                                         activities. For the purpose of this Agreement, a “business competes with the
                                         Company” in the event such business functions in the development of products
                                         that might directly compete with the Company’s products or product candidates.



 


Further,
the Vice Chairman shall not, directly or indirectly, interfere with the commercial relationship between the Company and any person
who is or was a customer, prospective customer, supplier, subcontractor, employee or consultant of the Company (or its subsidiaries),
and will not, directly or indirectly, induce any employee or consultant of the Company (or its subsidiaries) to leave his employment/engagement
therewith or to derogate from the time he commits to such employment/engagement with the Company. This Section 6 shall survive
the expiration or early termination of the Agreement for a period of one (1) year.


 


	7.	New
                                         Inventions. The Vice Chairman agrees and declares that all Inventions (as defined
                                         below) which the Vice Chairman has developed or may develop, made, conceived, reduced
                                         to practice, or learned, either alone or with others during the period Vice Chairman
                                         provides the Services, that (i) are developed in whole or in part using Company’s
                                         equipment, supplies, facilities or Confidential Information, or (ii) directly result
                                         from any task assigned to the Vice Chairman or any work performed by the Vice Chairman
                                         for or on behalf of the Company, or by the scope of the Vice Chairman’s duties
                                         and responsibilities with the Company under this Agreement, or (iii) are directly related
                                         to the business competes with the Company, or to any future business the Company will
                                         actually engage in while the Vice Chairman provides Services to the Company (the “Company
                                         Inventions”), shall be the sole property of the Company and its assigns, and
                                         the Vice Chairman agrees and declares that he does not have any proprietary right and
                                         shall have no suit and/or claim of any kind against the Company in any matter relating
                                         to any Company Inventions and the intellectual property rights thereto. The Vice Chairman
                                         shall provide the Company with any and all information and documents relating to the
                                         Company Inventions in his possession, or development that Vice Chairman has developed
                                         conceived, reduced to practice, during the Term of this Agreement or in the course of,
                                         and due to, Vice Chairman’s Services under this Agreement. Without derogating from
                                         the aforementioned, the Vice Chairman hereby explicitly waives any interest, claim or
                                         demand that it may have for, or may be entitled to, with respect to any consideration,
                                         compensation or royalty in connection with the Company Inventions, including but not
                                         limited to, any claims for consideration, compensation or royalty pursuant to Section
                                         134 of the Israeli Patents Law of 1967 (the “Patents Law”) (if and
                                         as applicable). Vice Chairman hereby acknowledges and declares that the Fees and any
                                         other benefits provided under this Agreement constitute the entire compensation to which
                                         he is entitled to from the Company and includes any and all consideration with respect
                                         to the Company Inventions developed by him. Vice Chairman further waives the right to
                                         bring any claims, demands or allegations to receive compensation, consideration or royalty
                                         with respect to the Moral Rights (as defined below) and the Company Inventions before
                                         the Committee for Compensation and Royalties under the Patents Law (the “Committee”).
                                         Notwithstanding the above, in the event that despite the parties’ agreement hereunder
                                         as set forth in this Section 7 and in Section 9 below, the aforementioned
                                         waiver it is determined by any competent authority (including but not limited to the
                                         Committee) that for any reason whatsoever Vice Chairman is or will be entitled to consideration,
                                         compensation or royally in connection with one or more Company Inventions, Vice Chairman
                                         agrees and acknowledges that the Fees described hereunder will be deemed the sole and
                                         final consideration, compensation or royalty payments to which Vice Chairman is, and
                                         will be, entitled to from the Company in connection with such Company Inventions. 



 






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For
the purpose of this Agreement “Intellectual Property Rights” means all rights patents, copyrights, trade secrets,
trademarks, service marks, trade names, applications and other proprietary rights in any jurisdiction, arising from any Inventions.
“Inventions” means any patent applications, patents, trade secrets, know-how, technical information, work product,
designs, ideas concepts, information, materials, processes, data, programs, improvements, innovations, discoveries, developments,
artwork, works of authorship, concepts, drawings, algorithms, techniques, methods, systems, processes, compositions of matter,
computer software programs, databases and mask works formulae, other copyrightable works, and technique, whether or not patentable,
copyrightable or protectable as trade secrets, irrespective of whether registered as a patent, copyright, trademark or in another
form.


 


	8.	Intellectual
                                         Property Assignment. The Vice Chairman hereby assigns and agrees to assign in the
                                         future (when any such Company Inventions or intellectual property rights are first reduced
                                         to practice or first fixed in a tangible medium, as applicable) to the Company all the
                                         Vice Chairman’s right, title, and interest in and to any and all Company Inventions
                                         (and all intellectual property rights with respect thereto) and shall sign, execute and
                                         acknowledge, at the Company’s expense, any and all documents as may be necessary
                                         for the purpose of securing to the Company the Company Inventions. The Vice Chairman
                                         agrees to reasonably assist the Company at the Company’s cost in every proper way
                                         to obtain and enforce its property rights relating to the Company Inventions in all countries.



 


	9.	Waiver
                                         of IP Claims and Moral Rights. The Vice Chairman hereby explicitly waives any interest,
                                         claim or demand for any Moral Rights that it has or may have in the future, with respect
                                         to the Company Inventions and all rights to assert against the Company, any claim whatsoever,
                                         before any forum, including without limitations judicial and administrative forums, with
                                         respect to said compensation for Company Inventions or with respect to said Moral Rights.
                                         “Moral Rights” as used herein includes all rights of paternity, integrity,
                                         disclosure and withdrawal and any other rights that may be known as or referred to as
                                         “moral rights,” “artist’s rights,” “droit moral,”
                                         or the like, including without limitation, the rights of an author under Section 45 of
                                         the Israeli Copyright Law of 2007, or any other similar provision under any law of any
                                         applicable jurisdiction, including the right of the author to be known as the author
                                         of its work; to prevent others from being named as the author of its work; to prevent
                                         others from making deforming changes in its work in a manner that reflects negatively
                                         on its professional standing, its goodwill or dignity. To the extent Vice Chairman retains
                                         any such Moral Rights under applicable law, it hereby ratifies and consents to any actions
                                         that may be taken by or authorized by the Company with respect to such Moral Rights,
                                         and agrees not to assert any Moral Rights with respect thereto. The Vice Chairman will
                                         confirm any such ratifications, consents and agreements from time to time as requested
                                         by the Company



 






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	10.	Governing
                                         Law and Venue. This Agreement shall be governed by and construed under the laws of
                                         the State of Israel without reference to its principles and laws relating to the conflict
                                         of laws. The competent court of Tel-Aviv-Jaffa in Israel shall have exclusive jurisdiction
                                         with respect to any dispute and action arising under or in relation to this Agreement.



 


	11.	Miscellaneous.
                                         This Agreement may not be assigned by either party. This Agreement may not be amended
                                         or modified, except by the written consent of both parties hereto. In the event that
                                         any covenant, condition or other provision contained in this Agreement is held to be
                                         invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed
                                         severable from the remainder thereof, and shall in no way affect, impair or invalidate
                                         any other covenant, condition or other provision therein contained. All notices required
                                         to be delivered under this Agreement shall be effective only if in writing and shall
                                         be deemed given when received by the party to whom notice is required to be given and
                                         shall be delivered personally, by registered mail to the addresses noted above (or such
                                         other address as either party may designate to the other by notice in writing in accordance
                                         with the terms hereof), by fax or by means of electronic communication.



 


Notwithstanding
anything to the contrary provided in the Agreement the obligations under Sections 5, 6, 7, 8 and 9 shall survive the expiration
or early termination of this Agreement.


 


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


 


Intec
Pharma Ltd.


 


	By:	 	/s/
                                         John W. Kozarich

        
	 
	Name:	 	John W. Kozarich	 
	Title:	 	Chairman of the Board
    	 
	 	 


	By:	 	/s/
                                         Jeffrey A. Meckler

        
	 
	Name:	 	Jeffrey A. Meckler	 
	Title:	 	Vice Chairman	 


 






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Exhibit
A


Fee
Schedule


 


	Fee;
    Expense Reimbursement:	In
                           connection with the Services (excluding the Additional Services) - US$70,000 paid in four quarterly
                           payments payable each within 15 days of the end of each quarter (for as long as the Vice Chairman is
                           a member of the Board).

         

        In
        connection with the Additional Services - US$80,000 paid in nine monthly payments starting May 1, 2017 (for as long as
        the Vice Chairman provides the Additional Services under the Agreement and remains a Vice Chairman the Board).

         

        The
        Company shall reimburse the Vice Chairman for its reasonable, pre-approved out-of-pocket expenses incurred in connection
        with providing the Services against invoices and/or receipts (and in accordance with Company’s policy).

         

	Options:	In
        connection with the Services (excluding the Additional Services) - a one-time grant of options to purchase up to 120,000
        ordinary shares of the Company, no par value (the “Shares”) with a 3-year vesting schedule (the options
        will vest in three equal annual tranches over a three-year period, provided the Vice Chairman continues to be a member
        of the Board) and an exercise price per share equal to the average closing sale price for such shares on NASDAQ over the
        thirty (30) day calendar period preceding the date of the general meeting of the Company’s shareholders approving
        the grant.

         

        In
        connection with the Additional Services - a one-time grant of options to purchase up to 65,000 Shares with a 9-month
        vesting schedule (the options will vest in nine equal monthly tranches over a nine-month period, provided the Vice Chairman
        continues to provide the Additional Services under the Agreement) and an exercise price per share equal to the average
        closing sale price for such shares on NASDAQ over the thirty (30) day calendar period preceding the date of the general
        meeting of the Company’s shareholders approving the grant. In the event the Company terminates the Agreement without
        a Cause (as such term is defined under the Plan), any vested option shall be exercisable for a period of 2-years from
        its grant date.

         

        Except
        as otherwise provided herein, the options will be subject to the terms and conditions of the 2015 Equity Incentive Plan
        of the Company (the “Plan”) and the option agreement provided pursuant to the Plan, which the Vice
        Chairman will be required to sign as a condition to receiving the options.

         

	Cash
    Bonus: 	$300,000,
    in the event the Company meets certain financing target approved by the Board by end of October 2017, provided the Vice Chairman
    Continues to provide the Additional Services under the Agreement at the time of such financing(s) and that such financing(s)
    are directly related to efforts made by the Vice Chairman and approved by the Board. 
	 	 
	D&O
    Insurance / Indemnification:	In
    accordance with Company’s policy.




 





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