Exhibit
4.13


 


Translated
from Hebrew


 


Employment
Agreement


 


Entered
into and executed in Jerusalem on February 23, 2010


 


Between


 


Intec
Pharma Ltd. Private Company 513022780


 of
12 Hartom st. P.O.Box 45219





Jerusalem
91450


 


(the
“Company”)


 





	 	of the first part



  


And


 


Name of
Employee: Nir Sassi


 I.D.:
038401261





of 63/6
HaGiborim street, Haderah


 


(the “Employee”)


 





	 	of the second part





 


		Whereas	The
                                         Employee has expressed his will to be employed by the Company in the office of a CFO
                                         (the “Office”), and under the other terms specified in this Agreement
                                         below; and



 


		Whereas	The
                                         Employee declares that he has the ability, qualifications, credibility and experience
                                         required for the fulfillment of the Office in which he will serve in the Company; and



 


		Whereas	The
                                         Employee will be exposed to knowledge and information pertaining to the Company or related
                                         thereto, to the property, business and affairs thereof, the customers thereof, the suppliers
                                         thereof, the persons and entities who have been or are in contact with the Company, including,
                                         but without derogating from the generality of the aforesaid – methods, processes,
                                         prices, calculations, human resources management and setting compensation, conditions
                                         of agreements in which the Company is engaged, and other documents of the Company; and



 


		Whereas	The
                                         Employee undertakes to relocate his residence in proximity to the Company’s address
                                         as specified in the heading of this Agreement, including Jerusalem, Modi’in, Ma’ale
                                         Edumim and so forth, within six months from the work commencement date;



 






    	 



     


    

 


2 


 


		Whereas	The
                                         Company and the Employee desire to regulate the terms of employment of the Employee,
                                         all as specified in this Agreement below;



 


Now therefore,
it had been declared, stipulated and agreed between the parties as follows:


 


		1.	The
                                         Substance Agreement



 


		1.1.	This
                                         Agreement regulates the relations between the Company and the Employee, and exclusively
                                         determines the terms of engagement of the Employee with the Company.



 


		1.2.	The
                                         headings of the clauses in this Agreement are for purposes of the parties’ convenience
                                         only and may not be used for interpretation of the Agreement or the terms hereof.



 


		2.	Employee
                                         Representations



 


The
Employee represents to the Company as follows:


 


		2.1.	He
                                         has the knowledge, ability, experience, qualifications and skills required for the performance
                                         of the Office according to the provisions of this Agreement and the instructions of the
                                         Company from time to time.



 


		2.2.	He
                                         is not engaged in any other commitment or agreements which prevent him from being bound
                                         by this Agreement, and if that is not the case – he will compensate and indemnify
                                         the Company for any expense incurred thereto thereby.



 


		2.3.	He
                                         was not indicted nor convicted in any criminal offence, including an infamous crime,
                                         no criminal file was ever initiated against him at the Israeli police, and to the best
                                         of his knowledge, no interrogation is currently being conducted against him.



 


		2.4.	He
                                         will keep in confidence all of the terms and details of this Agreement.



 


		2.5.	He
                                         is aware that he is being employed for a trial period of six months (the “Trial
                                         Period”), during which the Company shall examine his suitability for the Office
                                         and to the Company and his compliance with his representations and undertakings as specified
                                         herein, as well as the Company’s need to continue his employment, according to
                                         the scope of manpower and projects which will be conducted therein in the future and
                                         that there is no commitment to his continued employment after the Trial Period and he
                                         hereby irrevocably waives any claim and/or demand and/or complaint against the Company
                                         in respect thereof.



 






    	 



     


    

 


3 


 


		2.6.	It
                                         is agreed that upon the completion of the Trial Period the Employee will give notice
                                         of his intention to continue or not to continue employment at the Company (the “Notice”).
                                         In case that the Employee will give notice of intention to continue employment, subject
                                         to the Company’s consent to the contents of the Notice, the Employee will relocate
                                         his residence to a location proximate to the Company’s address, as specified in
                                         the heading of this Agreement, including Jerusalem, Modi’in, Ma’ale Edumim
                                         etc., immediately after the completion of the Trial Period.



 


		3.	The
                                         Employee’s Undertakings



 


The
Employee undertakes the following towards the Company:


 


		3.1.	The
                                         Employee will be employed by the Company in a full time position as shall be required
                                         for the purpose of fulfillment of his Office and according to the instructions of the
                                         Company’s management, in the position of a CFO.



 


		3.2.	To
                                         fulfill his Office honestly, devotedly, loyally and skillfully and to do all that is
                                         within his capacity for the promotion of the goals and business of the Company and for
                                         the protection of the interests thereof.



 


		3.3.	Subject
                                         to the Company’s requirements from time to time, the Employee undertakes to dedicate
                                         all of the time and attention required, his qualifications, knowledge and experience
                                         for fulfillment of the Office solely for the Company’s benefit and interests. The
                                         Employee will have to be available to the Company to the extent that the work conditions
                                         and needs of the Office shall require.



 


		3.4.	That
                                         he will be subject, within his Office, to the Company’s management, and will comply
                                         with its instructions pertaining to his work and/or position, including, but without
                                         derogation, instructions and/or directions regarding work procedures, performance of
                                         the resolutions of the Company’s board of directors and any other instruction of
                                         the Company’s management.



 


		3.5.	That
                                         he shall not commit and/or guarantee and/or represent in the name of the Company and
                                         will not impose any liability thereon, and will not use the name thereof, beyond the
                                         authorities conferred upon him according to this Agreement and/or authorities which will
                                         be explicitly defined by the Company’s management.



 


		3.6.	Not
                                         to engage in any other occupation, other than with the Company’s advance written
                                         consent and subject to the terms of the consent, if granted.



 


		3.7.	During
                                         the term of his employment and within the fulfillment of his Office, the Employee shall
                                         act within the framework of the Company’s procedures, discipline rules, articles
                                         of association and arrangements, as shall be determined by the Company from time to time.



 






    	 



     


    

 


4 


 


		3.8.	The
                                         Employee will not be entitled to receive, in relation to the performance of his Office,
                                         any consideration or benefit, from any entity whatsoever, including customers or suppliers
                                         of the Company. Any amount and benefit, or the equivalent thereof, which the Employee
                                         shall receive contrarily to the aforesaid, will belong to the Company and the Employee
                                         undertakes to return them to the Company upon the first request.



 


		3.9.	To
                                         notify the Company immediately and with no delay of any issue in respect of which he
                                         has a personal interest and/or which may create a conflict of interests with the Office.



 


		4.	The
                                         salary and benefits



 


		4.1.	During
                                         the Trial Period, the Employee will be entitled to a monthly salary of NIS 20,000 gross.
                                         Should the Company decide to continue employment of the Employee after the end of the
                                         Trial Period, his salary will be increased so that in consideration for fulfillment of
                                         his Office according to this Agreement during the period which shall follow the end of
                                         the Trial Period, the Employee will be entitled to a monthly salary of NIS 25,000 gross
                                         (the “Monthly Salary”).



 


		4.2.	The
                                         Monthly Salary will include all of the cost of living adjustments and salary increases
                                         paid to employees in Israel, until and including the date of execution of this Agreement
                                         (the “Salary”). The Monthly Salary shall be increased from time to
                                         time by the amount of the new cost of living adjustments or the new salary increases
                                         which shall be paid to all of the employees in Israel after the date of execution of
                                         this Agreement by virtue of expansion orders of general collective bargaining agreements
                                         regarding cost of living adjustments or salary increases.



 


		4.3.	The
                                         Monthly Salary shall be paid to the Employee after any amounts which the Company is obligated
                                         and/or entitled to deduct according to any law and/or this Agreement, no later than the
                                         10th day of the calendar month following the month for which the salary is
                                         paid.



 


		4.4.	The
                                         Employee shall be entitled to an annual leave of 14 days a year , sick pay, recuperation
                                         pay and severance pay, according and subject to the provisions of any law.



 


		4.5.	For
                                         avoidance of doubt, it shall be clarified that the Employee’s days of leave may
                                         not be accumulated and will be used on days agreed upon between him and the Company.
                                         Their redemption, if permitted by law, will be permitted only after the Employee’s
                                         termination of work.



 


		4.6.	It
                                         is agreed that the Company shall be entitled to deduct from the salary and/or from any
                                         payment which the Employee shall be able to receive from the Company, if any, according
                                         to law and/or according to the provisions of this Agreement, any amount which the Employee
                                         shall owe the Company according to the agreements made and/or that shall be made between
                                         them in writing and/or orally and/or which the Company shall be entitled to deduct according
                                         to the Employee’s instructions and/or the provisions of this Agreement.



 






    	 



     


    

 


5 


 


		4.7.	The
                                         provisions of this Section above constitute an instruction and undertaking according
                                         to the Salary Protection Law, 5718-1958 as well.



 


		4.8.	The
                                         Employee hereby represents that he knows and agrees that within the capacity of his position,
                                         which requires a special level of personal trust, he is not included in the employees
                                         to whom the Work and Rest Hours Law, 5711-1951 applies, and he will not be entitled to
                                         claim or receive any payments or additions due to his working overtime. Alternatively
                                         it is agreed that the salary also includes payment for working overtime, as mandated
                                         by the Office.



 


		5.	Managers’
                                         Insurance 



 


		5.1.	During
                                         the period of application of this Agreement, and subject to directives which will be
                                         set forth from time to time by the Income Tax Commission and according to the permitted
                                         ceiling for deduction, the Company will contribute to the Employee’s credit, the
                                         contributions specified below to management insurance or to a pension fund:



 


		a.	5%
                                         of the Monthly Salary for pension – the Company shall contribute for the Employee.



 


		b.	8.33%
                                         of the Monthly Salary for severance – the Company shall contribute for the Employee.



 


		c.	The
                                         Company shall contribute from the Monthly Salary of the Employee for pension, an additional
                                         amount equal to 5%. The Employee hereby agrees that the Company shall contribute the
                                         said rate from his salary.



 


		d.	The
                                         Company shall ensure loss of work capacity insurance, which may be included in the insurance
                                         policy, to the sole benefit of the Employee, and will participate in insurance, which
                                         will not exceed two and a half percent (2.5%) of any Monthly Salary gross payment, or
                                         the rate required for ensuring 75% of the gross Monthly Salary, whichever is lower.



 


		5.2.	The
                                         Company undertakes, commencing from the date of execution of this Agreement, to contribute
                                         an amount in NIS which is equal to 7.5% of the Monthly Salary to a study fund, which
                                         will be paid directly to a study fund. The Employee will deduct an additional amount
                                         which is equal to 2.5% of the Monthly Salary as aforesaid. The Employee hereby agrees
                                         that the Company will deduct the said rate from his salary.



 






    	 



     


    

 


6 


 


		5.3.	It
                                         is hereby agreed that upon termination of employment according to this Agreement, the
                                         Company will release to the Employee all of the amounts accrued in his name in the insurance
                                         policy and which were contributed from his Salary. In addition, subject to the Employee’s
                                         compliance with the provisions of this Agreement, the Company shall release to the Employee
                                         also all of the amounts which were accrued in an insurance policy and which were contributed
                                         by the Company. The contributions on account of severance pay will be released according
                                         to the Employee’s entitlement or absence thereof to severance pay according to
                                         law or according to this Agreement.



 


		5.4.	For
                                         avoidance of doubt, in case that the Employee shall be dismissed under circumstances
                                         as defined in Section 16 and/or Section 17 of the Severance Pay Law and/or in case that
                                         the work relation between the Employee and the Company shall be terminated under circumstances
                                         of a severe discipline violation, breach of employment contract, betrayal of trust, an
                                         infamous crime as well as upon the occurrence of the events specified in Section 7.5
                                         below, he will not be entitled to severance pay and advance notice.



 


		5.5.	It
                                         is hereby agreed, unequivocally that the amounts accrued in the insurance policy on account
                                         of the Company’s participation (i.e. 8.33% of any payment of a gross Monthly Salary)
                                         will be in lieu and as a final and full substitution to any severance pay which
                                         the Employee will be or will become entitled to according to any law which shall apply.
                                         This Section is according to Section 14 of the Severance Pay Law, 5723-1963, and the
                                         Approval of the Minister of Labor and Social Affairs in an order dated June 30, 1998,
                                         which was given according to Section 14 as aforesaid, including the amendments thereto,
                                         and which is attached to this Agreement as Annex B.



 


		5.6.	It
                                         is agreed that the provisions of Section 4 above exhausts all of the Employee’s
                                         entitlements from the Company for fulfilling his Office as provided in this Agreement
                                         and the Employee will have no claim against the Company and/or any demand in addition
                                         to that.



 


		6.	Car
                                         and Cellular Phone



 


		6.1.	The
                                         Company shall provide the Employee with a private Grade 2 car and will bear all of the
                                         expenses involved in the use of the car (licensing, insurance, repairs, Highway 6 tolls
                                         and so forth) (the “Car”). The make and model of the car will be according
                                         to the Company’s discretion. Replacing the Car with a new one shall be done according
                                         to the Company’s discretion. The grossing up of the car will apply to the Company.



 


		6.2.	The
                                         Employee will ensure proper maintenance of the Car and will use the Car reasonably and
                                         with care. The use and servicing of the Car will be according to the instructions and
                                         procedures of the Company as shall be in effect from time to time.



 






    	 



     


    

 


7 


 


		6.3.	The
                                         Employee represents that it has been made clear to him that he is personally responsible
                                         for the payment of the deductable amount in case of an accident and/or stealing the car
                                         and is also responsible for the payment of any traffic fines and/or parking tickets and/or
                                         other fines and reports, which will be imposed in respect of the Car in the name of the
                                         Company or in the name of the Employee, all as shall be determined from time to time
                                         by the Company. If an employee does not act as specified in this Section, the Company
                                         shall endorse the reports and/or fines as aforesaid in the name Employee’s name.
                                         For avoidance of doubt it shall be clarified, that the Employee’s liability according
                                         to the provisions of this Section will apply also if the fact of the fines and/or reports
                                         in respect of the Car will become known to the Company after the Employee had left the
                                         Company, and that if the Employee will not act as specified in this Section, the Company
                                         will endorse the fines and/or reports as aforesaid, to the name of the Employee.



 


		6.4.	Should
                                         the Employee not pay the deductable amount and/or the fines as aforesaid, the Company
                                         will be entitled to pay the amount of the deductable and/or the amounts of the fines
                                         and the Employee hereby gives the Company an irrevocable instruction to deduct such amounts
                                         from any amount which he will be entitled to from the Company.



 


		6.5.	The
                                         Company shall provide the Employee, for the purpose of fulfilling his Office, a cellular
                                         phone. The Employee will be entitled to use the cellular phone for the purposes of the
                                         work and within his Office. The Company shall bear all of the fixed and current expenses
                                         incurred in respect of the cellular phone, up to an amount of NIS 300 per month. Tax
                                         in respect of the use value which will apply shall be deducted from the Employee’s
                                         salary according to law.



 


		7.	The
                                         Agreement Term



 


		7.1.	This
                                         Agreement is for an unlimited period which will begin on March 1, 2010 (the “Agreement
                                         Term”) and subject to the following.



 


		7.2.	Without
                                         derogating from the provisions of Section 7.1 above, the period commencing on the Agreement
                                         commencement date and ending six calendar months thereafter, will be a trial period (the
                                         “Trial Period”). During the Trial Period, the Company shall examine
                                         the suitability of the Employee for the position and his compliance with his representations
                                         and commitments as specified in this Agreement.



 


		7.3.	During
                                         the Trial Period the Company will be entitled to terminate this Agreement by an advance
                                         notice, as required by law regarding the employment period until the termination date,
                                         according to its sole discretion and without being obligated to reason its decision.



 


		7.4.	After
                                         the Trial Period, each party will be entitled to terminate the Agreement by an advance
                                         notice according to law.



 






    	 



     


    

 


8 


 


		7.5.	During
                                         the entire Agreement Term, the Company shall be entitled to terminate the Agreement immediately,
                                         with no advance notice, upon the occurrence of one or more of the following events:



 


		7.5.1.	If
                                         the Employee shall be convicted in a criminal offence, except for a technical offence
                                         or one of strict liability, or if an indictment shall be filed against him in a criminal
                                         offence which is a felony or criminal act.



 


		7.5.2.	If
                                         the Employee breached his fiduciary duty towards the Company and/or will not act and/or
                                         operate with loyalty and/or credibly and/or honestly towards the Company and/or for himself.



 


		7.5.3.	The
                                         Company found out that the Employee’s representations in Section 2 of this Agreement
                                         and/or his undertakings, as specified in Section 3 above are untrue and/or incorrect
                                         and/or are invalid;



 


		7.5.4.	The
                                         Company found out that he Employee had breached any of the provisions of Sections 9 and
                                         10 ;



 


		7.5.5.	The
                                         Employee breached the Agreement and did not correct the breach, even though he had received
                                         a 30 day notice or a shorter notice, according to the urgency of the matter and/or committed
                                         a severe disciplinary offence in circumstances which entitle the employer to dismissal
                                         without severance pay.



 


		7.6.	For
                                         avoidance of doubt it is agreed, that in each of the cases specified in paragraph 7.5
                                         above, the dismissal shall enter effect immediately, without requiring the provision
                                         of advance notice or payment in respect thereof.



 


		7.7.	Upon
                                         the termination of the Employee’s work at the Company for any reason, the Employee
                                         shall transfer his Office in a full and orderly fashion to any person that the Company
                                         shall instruct him, and will deliver to the Company all of the documents, information,
                                         equipment and material which he received as the Company’s employee or that had
                                         been prepared by him in respect to his work at the Company.



 


		8.	Options
                                         for the purchase of shares



 


		8.1.	The
                                         Employee will be entitled to receive options for the purchase of shares in the conditions,
                                         quantities and dates specified in Annex C of this Agreement.



 






    	 



     


    

 


9


 


		9.	Confidentiality



 


		9.1.	The
                                         Employee hereby undertakes to keep in confidence and not to disclose, show, deliver,
                                         whether during his employment term or thereafter, with no limitation on time, to any
                                         person or body, in Israel or worldwide, trade, professional, business and other secrets
                                         of the Company, or knowledge and/or information pertaining to the Company or related
                                         directly or indirectly to the Company, its property, business and interests, its customers,
                                         suppliers, the persons or entities who were or are in contact with the Company, including,
                                         but without derogating from the generality of the aforesaid – creation, concept,
                                         an invention, copyright, patent, invention, design and any intellectual property right,
                                         improvement, idea, process, knowledge, conclusions, human resources management and salary
                                         determination, terms of agreements in which the Company is engaged, and documents of
                                         the Company – all whether the said secrets and/or knowledge and/or information
                                         reached him directly or indirectly, within his work and/or during his work and/or in
                                         the process of his work and/or as a result of his employment and/or due to his Office
                                         and whether they reached him directly or indirectly, in any other manner whatsoever.
                                         The Employee hereby confirms that the secrets and/or knowledge and/or information as
                                         aforesaid are the Company’s exclusive property and that he has no and will have
                                         no claims of any type whatsoever in respect thereto or deriving therefrom.



 


		9.2.	The
                                         Employee hereby undertakes not to make use of any kind, in Israel and worldwide, of the
                                         secrets and/or knowledge and/or information specified in Section 9.1 above, except if
                                         – and only to the extent such is necessary – for the purpose of performing
                                         his office at the Company. The Employee undertakes thereby not to utilize the said secrets
                                         and/or knowledge and/or information in Israel and/or abroad, for his personal and/or
                                         purposes, and/or in his work in another workplace, without limitation of time and place.



 


		10.	Intellectual
                                         Property



 


		10.1	Without derogating from
the undertaking annex attached to this Agreement, any confidential information, including a creation, concept, an invention, improvement,
idea, process, knowledge, conclusions, copyright, patent, invention, perfection, design, development and any other intellectual
property right and so forth – which had been developed or invented by the Employee, alone or in cooperation with others,
while or during or in relation to his work at the Company, will be the Company’s exclusive property, and the Employee will
have no right of ownership and/or royalties and/or consideration and/or any other right in respect of such information. Any implementation,
analysis, commercialization, marketing, sale and/or any other use of such analysis and/or invention, will be according to the
Company’s sole and absolute discretion.



 


		10.2	The Employee will be estopped
and barred from making claims against the provisions of this Section 10 above, both claims resulting from the Israeli law and
claims resulting from any foreign law, and will be prevented from approaching any foreign tribunal and/or judicial and/or administrative
instance. It is agreed that any dispute between the Employee and the Company in respect of the provisions of this Section 10 above,
including claims resulting from any foreign law, will be decided exclusively by the competent courts at the Central District of
Israel and only by them. Any dispute between the Employee and the Company will be subject only to the Israeli law.



 






    	 



     


    

 


10 


 


		10.3	The provisions of this
Section will apply also after the end of the term of this Agreement, for any reason, or following the expiration of this Agreement,
all with no limitation on time and place.



 


		11.	Remedies
                                         in case of breach of the Confidentiality and Intellectual Property Provisions



 


		11.1.	The
                                         Employee agrees that the breach of the provisions of Sections 9 and/or 10 above will
                                         be deemed as a fundamental breach of this Agreement and will deny the Employee of his
                                         right to payments from the Company, including: severance pay; advance notice payment
                                         as well as deductions from the Employee’s salary.



 


		11.2.	The
                                         Employee knows and understands that upon the breach of Sections 9 and/or 10 above by
                                         the Employee, the Company shall petition to the court for an injunctive relief against
                                         the Employee and/or anyone on his behalf and/or against any third party related to the
                                         Employee’s acts and/or omissions, as well as with a monetary tort claim against
                                         them in respect of the damage which will be caused to the Company, without derogating
                                         from any other remedy to which the Company will be entitled by virtue of this Agreement
                                         and/or according to any law.



 


		11.3.	Without
                                         derogating from the aforesaid, the Employee irrevocably and conclusively waives any right
                                         to the remedy of an injunction and/or mandatory injunction against the employer and any
                                         claim and/or demand of the Employee will be solely for monetary remedy.



 


		12.	Exclusivity
                                         and Non Competition



 


		12.1.	Without
                                         derogating from the provisions of Annex A attached to this Agreement, the Employee undertakes
                                         not to engage with the Company’s customers and/or suppliers for 12 months from
                                         the date of employment termination for any reason whatsoever.



 


		12.2.	The
                                         Employee undertakes not to engage, work, participate and/or consult, directly or indirectly,
                                         whether himself or through others, whether as a hired employee, independent or freelancer,
                                         or in any other manner, in a business, position, work or any other occupation which competes
                                         and/or might compete with the Company’s business, both during the Employment Term
                                         as defined above and during a period of additional 12 months from the date of termination
                                         of the employment term for any reason whatsoever.



 


		13.	Miscellaneous



 


		13.1.	It
                                         is agreed that the provisions of this Agreement exhaust the agreements between the parties,
                                         and any promise, undertaking, consent, memorandum of understanding, representation made
                                         between the parties, if made prior to the execution thereof, whether in writing or orally,
                                         are hereby null and void, and have no evidential use against the Company.



 






    	 



     


    

 


11


 


		13.2.	Any
                                         change in the terms and provisions of this Agreement requires another written document
                                         which will be executed by the parties to this Agreement.



 


		13.3.	The
                                         parties agree that the sole and exclusive jurisdiction, in all matters related to the
                                         rights deriving from and/or related to this Agreement, will be of the competent courts
                                         in the Central District.



 


		13.4.	In
                                         case that it shall be decided that any provision or provisions of this Agreement is/are
                                         unenforceable or have no effect whatsoever, such will not affect or prejudice the legality,
                                         validity and enforceability of the remaining provisions of the Agreement which are not
                                         related to or deriving from the invalid charge.



 


		13.5.	Any
                                         delay in the enforcement proceedings of any right according to this Agreement and according
                                         to any law will not be deemed as a waiver of such right or any other right and will not
                                         prevent the possibility of claiming remedies due to the breach of the right, including
                                         the enforcement thereof at a later date.



 


		13.6.	The
                                         parties undertake to fulfill all of their undertakings in this Agreement with loyalty,
                                         in good faith and based on trust relations.



 


		13.7.	The
                                         parties’ addresses are as specified in the preamble to this Agreement. Any notice
                                         provided by one party to the other, will be deemed as having been received within 3 business
                                         days from the date of delivery thereof by registered mail, or upon its delivery by a
                                         messenger, whichever is earlier.



 


		13.8.	The
                                         engagement in this Agreement including the annexes hereto is subject to the approval
                                         of the competent organs at the Company.



 


In
Witness whereto the parties have hereto set their hands:


 


	/s/
    Intec Pharma Ltd.	 	/s/
    Nir Sassi
	The Company	 	The Employee


 






    	 



     


    

 


12


 


Annex
A


 


Letter
of Undertaking for confidentiality/non competition/endorsement of


intellectual
property rights


 


Made and
executed on February 23, 2010


 


Between Nir
Sassi I.D. 038401261 (the “Employee”)


 


and Intec
Pharma Ltd. Company Number 513022780 from Jerusalem, 12 Hartom st. (the “Company”)


 


		1.	Confidentiality



 


Without
derogating from the definition of “Confidential Information” in the employment agreement to which this Letter of Undertaking
for Confidentiality/Non Competition/Endorsement of Intellectual Property Rights (“This Agreement”) is an annex
(the “Employment Agreement”), “Confidential Information” includes research and development
pertaining to existing or future products, inventions, hardware, computer software, databases, chart, technique, drawing, idea,
process, manufacturing method, formula, procedure, business plan, clients, financial information, marketing plans and any trade
secret (whether patentable or not), improvements and knowledge pertaining to the aforesaid, and any information or data related
or pertaining to the technology, products or services of the Company or of companies affiliated thereto (existing, potential or
future), or pertaining to the business of the Company or of companies affiliated thereto (existing, potential or future) in any
other manner, including any business information pertaining to clients and suppliers, whether tangible or not, and any other trade
secret, as defined in the Law of Commercial Torts, 5759-1999, of the Company or of a company affiliated thereto. The aforesaid
will not apply to information which had been made public domain by the Company or in any other legal manner.


 


		1.1.	The
                                         Employee shall maintain the confidentiality and secrecy of any Confidential Information
                                         as defined above, which had reached the Employee’s knowledge during the provision
                                         of the services or the engagement with the Company or an affiliated company thereof or
                                         as a result therefrom, and the Employee will not disclose, use, publish or otherwise
                                         expose, directly or indirectly, Confidential Information as aforesaid at any time during
                                         or after the expiration of the term of his employment by the Company, with no limitation
                                         of time and place, without the explicit approval of a competent representative of the
                                         Company in advance and in writing.



 


		1.2.	Any
                                         Confidential Information, whether it is in written material, documents, computer software
                                         and/or hardware, electronic media, magnetic media, servers or in any other form or manner
                                         (all hereinafter: the “Documents”) including notebooks, notes, memos,
                                         records, diagrams, drawings, bulletins, formulas, reports, computer programs, other information
                                         of any type whatsoever which reached the Employee’s possession or which was prepared
                                         by the Employee or by others, is the Company’s or an affiliated company’s
                                         exclusive property, as the case may be. The Employee hereby undertakes to return to the
                                         Company Documents as aforesaid or any other material which belongs to the Company that
                                         is in his possession (a) if he was requested to do so by the Company or (b) upon the
                                         termination of the Employee’s employment by the Company, whichever is earlier,
                                         and if he was requested to do so by the Company, to sign a written statement in which
                                         he will confirm that he has carried out the aforesaid.



 






    	 



     


    

 


13 


 


		1.3.	It
                                         is clear and understood by the Employee that all of the confidential information is material
                                         business information which is the property of the Company or of companies affiliated
                                         thereto, or of third parties to whom the Company or the affiliated companies thereto
                                         have a duty of confidentially, which is not public domain and which may not easily be
                                         discovered by others, whose confidentiality provides the Company or affiliated companies
                                         thereof, a commercial advantage over their competitors, and that the Company takes reasonable
                                         measures to maintain the confidentiality thereof.



 


		1.4.	The
                                         Employee’s undertakings according to this Agreement are towards the Company and
                                         any parent company, subsidiaries, affiliated companies and anyone which shall replace
                                         it according to law, as in effect from time to time.



 


		1.5.	The
                                         Employee’s undertakings pursuant to this Section, will remain in effect after termination
                                         of the Employee’s employment, according to the Employment Agreement.



 


		2.	Non
                                         Competition



 


		2.1.	The
                                         Employee agrees that during the term of the Employment Agreement and for twelve months
                                         following termination thereof, for any reason whatsoever, he will not engage, be involved
                                         or affiliated in any manner, or employed, directly or indirectly, alone or together with
                                         others, for himself or as an agent, broker, manager, licensor, employee, officer, director,
                                         partner, member of a joint venture, shareholder, investor, consultant or otherwise, and
                                         without the Company’s prior written notice, in any business or venture, anywhere
                                         in the world, which engages in any activity within which (a) there are products or services
                                         which compete with products or services of the Company, or with products or services
                                         of the Company’s affiliated companies pertaining to the Company’s business,
                                         as they were upon the termination of the Employees’ employment (b) there are information,
                                         processes, technology or equipment in which the Company has a proprietary right, or in
                                         which a company affiliated to the Company has a proprietary right, and which are related
                                         to the Company’s business which exist currently or will exist in the future, or
                                         which are based on technology similar to that which was developed by the Company. The
                                         aforesaid will not apply to (a) holding securities in any company whose shares are traded
                                         in public on the stock exchange which received international acknowledgement, provided
                                         that such holding will not exceed 1% of the issued share capital of a public company
                                         as aforesaid, and the Employee does not fulfill an active office in a public company
                                         as aforesaid as a director, employee, consultant (including independent consultant) or
                                         any other active position, or (b) non-commercial activities which constitute de minimis.



 






    	 



     


    

 


14 


 


		2.2.	The
                                         Employee agrees, that for the period of the Employee’s employment by the Company
                                         and for a period of 24 months from the date of termination of his employment, for any
                                         reason whatsoever, the Employee will not solicit or encourage, directly or indirectly,
                                         himself or within a business in which the Employee is an employee, officer, director,
                                         shareholder, consultant or contractor, for any purpose and at any place, a person who
                                         was employed by the Company or an affiliated company thereof, to terminate their employment
                                         with the Company or a company affiliated thereto, as the case may be.



 


		2.3.	The
                                         Employee agrees that for two years from the date of termination of engagement in the
                                         Employment Agreement, he will not employ, directly or indirectly, a person who was employed
                                         by the Company or a company affiliated thereto, during the two years which preceded the
                                         engagement termination date, as aforesaid.



 


		3.	Endorsement
                                         of Intellectual Property Rights



 


		3.1.	For
                                         the purposes of this Annex, the following definitions shall apply:



 


“Inventions”
mean, inter alia, any invention, discovery, idea, improvement, change, betterment, document, software, hardware, firmware,
creation, form, mask works, work, chart, original creation, formulas, techniques, methods, systems, processes, compositions of
material, databases, knowledge, information and trade secrets, which were created, invented, discovered, developed, composed or
processed by the Employee during his employment or twelve (12) months thereafter (or the maximal period permitted by law if its
shorter), in whole or in part, or that the Employee’s efforts contributed to the creation thereof, independently or in cooperation
with others, whether patentable or protectable by virtue of copyrights or another protection or not, and:


 


		(a)	Which
                                         are related, directly or indirectly to the Company’s business, as defined in the
                                         Employment Agreement, including a platform for gastric drug retention or which were created
                                         while using the Company’s equipment; or



 


		(b)	Which
                                         are related to existing research and development or in respect of which it can be proven
                                         that they are being planned, pertaining to the Company’s business, or research
                                         and development as aforesaid of the Company’s affiliated company; or



 


		(c)	Which
                                         are developed, in whole or in part, during the Company’s working hours, or by using
                                         equipment, supply, facilities or confidential information of the Company or of a company
                                         affiliated thereto.



 






    	 



     


    

 


15 


 


“Trade
Secrets” mean “trade secrets” as defined in the Law of Commercial Torts, 5759-1999, and any record, software,
hardware, form, client list, knowledge and information of any type or nature, pertaining to the Company’s business, in the
past, present or future, or any plans in respect thereof, or pertaining to the business of a third party, in the past, present
or future, or to any plans in respect thereof (including any object or information in any form whatsoever in respect of which
it had been provided in law that is a trade secret) which reached the Employee’s knowledge, which the Company does not disclose
to third parties with no restrictions on use or restrictions on the disclosure to other third parties.


 


		3.2.	Without
                                         derogating from any other provision of law:



 


		a.	The
                                         Employee will put into writing, and will expose before the Company or a company affiliated
                                         thereto, together with explanations, any invention and will conduct accurate records
                                         regarding the contemplation of any invention and implementation of the idea. Such records
                                         will be the Company’s exclusive property, and the Employee will deliver possession
                                         in the records to the Company, upon the termination of his engagement with the Company.



 


		b.	The
                                         Employee hereby assigns to the Company or to the affiliated companies thereof, with no
                                         additional consideration to the Employee, the full and exclusive rights, ownership, possession
                                         and title in the Inventions, and in all of the proprietary and intellectual property
                                         rights therein, and in the proprietary and intellectual property rights deriving therefrom
                                         or based thereon, both in Israel and abroad. The Employee will sign any assignment, statement
                                         or other document which will be prepared by the Company for giving effect to the aforesaid.
                                         The Employee hereby confirms and will confirm in the future the exclusive intellectual
                                         property rights of the Company and of affiliated companies thereof, in Israel and abroad,
                                         in all of the Inventions.



 


		c.	During
                                         the Employment Agreement term and thereafter, the Employee shall provide the Company
                                         with any reasonable information, document and assistance which the Company shall require
                                         in order to prepare, perform and complete the registration of the proprietary rights,
                                         intellectual property and his patent in the Inventions and the trade secrets and the
                                         rights as aforesaid deriving from the invention and in the trade secrets or which are
                                         based thereon, to protect them or enforce them, in any jurisdiction according to the
                                         Company’s discretion. The Company, according to its sole discretion, will determine
                                         the scope of the rights as aforesaid in the inventions and trade secrets or deriving
                                         therefrom, if there shall be such, which must be protected. Such assistance includes
                                         the preparation of documents, drawings and other data, and the signing of right assignment
                                         documents, applications and other forms. Any such information, document and assistance
                                         will be provided to the Company by the Employee with no additional cost for the Company,
                                         except for out-of-pocket cash expenses actually incurred by the Employee upon the Company’s
                                         request.



 






    	 



     


    

 


16 


 


		d.	During
                                         the Employment Agreement term and thereafter, the Employee will maintain the secrecy
                                         and confidentiality of the Inventions as if they were Confidential Information pursuant
                                         to this Agreement, will not expose them to others without obtaining prior written permission
                                         from the Company and will not use such Inventions for any purpose whatsoever, except
                                         for the purpose of performance of services for the Company.



 


		4.	Remedies



 


It
is clear to and understood by the Employee that the breach of the undertakings included in this Agreement or any part thereof,
shall cause the Company or affiliated companies thereof severe and irreversible damage. In view of the aforesaid, the Employee
agrees that in case of such breach or anticipated breach, the Company, the Company’s affiliated company or anyone to whom
the Company or an affiliated company thereof had assigned their rights to, will be entitled, without prejudice to any rights,
and in addition to other rights, remedies and compensation available thereto by law or equity, to a preliminary or perpetual injunction,
or any other possible equitable remedy, in order to prevent or remove the breach or the attempted breach of this Agreement by
the Employee or by any person or entity acting for him or on his behalf. In case that proceedings had been initiated for enforcement
of the terms of the restrictions in the Agreement as aforesaid, the lawfully winning party will be entitled, in addition to any
other remedy, to the restitution of any reasonable amount in respect of legal fees and other expenses which were involved in the
measures initiated, both in the trial court and in the court of appeals, and in any bankruptcy proceeding. In case that a competent
court shall decide in a final decision that is no longer appealable, that the scope, duration of time or geographic boundaries
specifically determined in any of the restrictions set forth in the Agreement are too extensive for enforceability, the said court
will be authorized, and the parties to this Agreement agree and determine hereby, that such court will amend the terms of the
restrictions as aforesaid and will enforce the terms according to the scope, duration of time and geographic boundaries which
it will deem just and appropriate, while taking the parties’ intention into account.


 


		5.	Confirmations
                                         and Representations



 


The
Employee hereby represents and confirms the following:


 


		5.1.	The
                                         Employee’s undertakings for non competition and confidentiality according to this
                                         Agreement are fair, reasonable and proportionate and were intended to protect secrets
                                         and confidential information of the Company and affiliated companies thereof, which are
                                         the essence of the Company’s protectable business and commercial advantages in
                                         which significant capital has been invested.



 






    	 



     


    

 


17 


 


		5.2.	Breach
                                         of his aforesaid undertakings – will be contrary to the special fiduciary and loyalty
                                         relations between the parties as employee and employer, to proper commerce practices,
                                         and to the duty of good faith and fairness between the parties, it will prejudice the
                                         Company’s business, and will constitute a fundamental breach of This Agreement
                                         and of the Employment Agreement.



 


		5.3.	It
                                         is clear to and understood by the Employee, that the limited time period and the geographic
                                         area as specified in this Agreement are reasonable in view of the nature of the Company’s
                                         business and the knowledge of the Employee pertaining to the Company’s business.



 


		5.4.	The
                                         Employee represents that his undertakings pursuant to this Section, which are reasonable
                                         and proportionate – do not prevent him from developing the general knowledge and
                                         professional expertise in the field of his occupation, in respect to parties who are
                                         not customers or employees of the Company, and without stealing the Company’s secrets.



 


		5.5.	The
                                         Company will be entitled to assign the undertakings of the Employee thereto in this Agreement.
                                         The Employee will not be entitled to assign or to transfer to another his duties pursuant
                                         to this Agreement without the Company’s prior written approval. This Agreement
                                         binds the Employee’s heirs, permitted assignees and anyone who shall come in his
                                         lieu according to law.



 


	/s/
    Intec Pharma Ltd.	 	/s/
    Nir Sassi
	The Company	 	The Employee


 



    	 



     


    

 


18


 


Annex B


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



 


		(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.



 


 






1
       Statues 5723, p. 136.


2
       Regulations 5724, p. 1302.


 




     


     


    

 


19


 


		(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:


 


	Date: February
    23, 2010	Signature: /s/ Nir
    Sassi



 


 






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


 




     


     


    

 


20


 





Annex C


Allocation of Options to an Employee
according to Section 8.1 of Employment Agreement 


 


Made and executed on February 23, 2010


 


Between Nir Sassi I.D. 038401261
(the “Employee”)


 


And Intec Pharma Ltd. Company Number
513022780 from Jerusalem, 12 Hartom street (the “Company”)


 


According to an employment agreement dated
February 23, 2010 (the “Employment Agreement”)


 


		1.	Definition Clause



 


		1.1.	The Option Amount: 271,112 options for the purchase of ordinary shares of the Company;



 


		1.2.	Exercise Price: equivalent in NIS (on the exercise date) to 10% above the IPO price (post-money
price);



 


		1.3.	Effective Date: the employment commencement date of the Employee, March 1, 2010.



 


		2.	In the end of the Trial Period, as specified in Section 2.5 of the Employment Agreement, and subject
to the continued employment of the Employee at the Company after the Trial Period, 271,112 (two hundred seventy one thousand, one
hundred and twelve) options of the Company will be allocated to the Employee, each of which confers a right to purchase a share
at the Exercise Price, subject to the terms of this Annex and the Employment Agreement (the “Allocation”).



 


		3.	Should the Employee cease his employment at the Company after the Trial Period, he will not be
entitled to the Allocation.



 


		4.	Should the Employee continue to work at the Company after the Trial Period, then the vesting period
for the exercise of option portions will be calculated from the Effective Date.



 


The Option Portions


 


		5.	The Option Amount will be exercisable in three annual portions, as follows:



 


		5.1.	Upon the lapse of 12 (twelve) employment months from the Effective Date (the “First Portion
Vesting Date”) the Employee will be entitled to exercise 90,370 (ninety thousand three hundred and seventy) options (the
“First Portion”);



 


		5.2.	Upon the lapse of 24 (twenty four) employment months from the Effective Date (the “Second
Portion Vesting Date”) the Employee will be entitled to exercise 90,370 (ninety thousand three hundred and seventy) additional
options (the “Second Portion”);



 



     


     


    

 


21


 


		5.3.	Upon the lapse of 36 (thirty six) employment months from the Effective Date (the “Third
Portion Vesting Date) The Employee will be entitled to exercise 90,372 (ninety thousand three hundred and seventy two) additional
options (the “Third Portion”);



 


The Entitlement Period


 


		6.	In case of termination of the Employee’s employment, for any reason whatsoever, which will occur
during one of the aforesaid vesting dates, the Employee will not be entitled to exercise the following portion.



 


		7.	Notwithstanding the aforesaid in Section 6 above, the Employee will be entitled to exercise the
following portion if there are 3 months remaining until the expiration of the vesting date of the current portion, including the
advance notice period. For example, if the effective date is January 1, 2010, the Employee will be entitled to exercise the first
portion, only if the employment termination notice will be commencing from October 1, 2010.



 


The Exercise Date


 


		8.	The Employee will be entitled to exercise each of the First, Second or Third portion, in whole
or in part, at the Exercise Price of the relevant portion, as specified in Section 9 below, at any time after the vesting date
of the relevant portion, until the Option Expiration Date as defined in Section 9 below, subject to the conditions for entitlement
to options and the remaining provisions of this Annex.



 


		9.	The Employee will be entitled to exercise the options, subject to Section 5 above, until the tenth
year from the Effective Date. Options not exercised until the end of this period, will be automatically cancelled.



 


		10.	Notwithstanding the Aforesaid, should the Employee’s employment be terminated under the circumstances
specified in one of the cases stated in Section 7.5 of the Employment Agreement, the options shall expire, whether vested or not,
immediately upon the notice of employment termination and will not be exercisable.



 


Exercise Supplement


 


		11.	The exercise supplement for receipt of a share will be 10% in addition to the share price as determined
on the IPO date;



 


Option Plan


 


		12.	The Company shall employ its best efforts so that the options will be allocated within an option
plan according to Section 102 of the Income Tax Ordinance through the capital track (the “Plan”). It shall be
clarified that the Company does not bear responsibility for the income tax approval or non-approval of the Option Plan according
to the 102 track and the parties recognize the possibility that the said options will be granted other than within the 102 track.



 



     


     


    

 


22


 


		13.	If the tax authorities’ approval shall be granted as aforesaid, the option allocation pursuant
to this Annex will be subject to the Option Plan which will be approved within the 102 track as well as to any law, regulation,
approval or stipulation of the tax authorities in this context, and the option Allocation will not be done before the lapse of
30 days from the date of grant of the tax authorities approval as aforesaid.



 


		14.	In order to ensure the performance of the tax laws, and in order to ensure the exhaustion of the
purchase rights proceedings pursuant to the Plan, the Options granted to the Employee will be held in trust by a trustee who will
be approved for this matter by the Income Tax Commissioner. In case that the Employee will elect not to receive or sell the shares
upon the option exercise, those shares will also be held in the same trust.



 


		15.	According to the aforesaid, the Company shall notify the trustee and any other entity required
by law, of the option Allocation to the Employee, according to the Agreement and the Annexes thereto. The Company has received
all of the approvals required by law, the incorporation documents thereof and the Option Plan thereof, for the purpose of granting
options pursuant to this Annex.



 


		16.	Notwithstanding the aforesaid, the Company’s option Plan will apply to the Employee subject to
the changes specified in the Agreement and the Annexes thereto and in any case that there are conditions which benefit the Employee
in the Agreement and the Annexes thereto compared with the Company’s Option Plan, the provisions of the Agreement and the Annexes
thereto shall prevail, notwithstanding the provisions of the Company’s Option Plan. It is agreed that it will not be possible to
prejudice or derogate from the Employee’s rights or from the rights attached to the options or their underlying shares, without
the Employee’s consent.



 


Exercise Notice


 


		17.	The option exercise will be done upon reaching any of the Exercise Dates through the provision
of a written notice (in the form attached as Annex C1 of the Employment Agreement) by the Employee to the Company, regarding his
intention to exercise the options which he is entitled to exercise until such date, in whole or in part, together with the Exercise
Price and Exercise Supplement (the “Notice”).



 


		18.	The Company shall not allocate shares to the Employee prior to the completion of payment of the
full Exercise Price and Exercise Supplement of the options which the Employee seeks to exercise, as specified in this Annex.



 


		19.	The shares will be allocated to the Employee within 7 days from the provision of the Notice.



 



     


     


    

 


23


 


Share Transfer


 


		20.	The Employee will be entitled to sell or transfer the Company’s shares after exercise of the options,
to any entity whatsoever, in whole or in part, whether for consideration or for no consideration, provided that for so long that
the Company is a private company, the share transfer will be subject to the right of first refusal granted to the other shareholders
of the Company.



 


		21.	The sale of the options’ shares will be subject to the lock-up rules, as shall be in effect from
time to time, specified in the Tel Aviv Stock Exchange Rules and Regulations promulgated thereunder and/or in the Securities Law,
5728-1968, and the regulations promulgated thereunder, including the Securities Regulations (Details regarding Sections 15A to
15C of the Law), 5760-2000.



 


Taxation


 


		22.	Any tax which will apply to the Employee in respect of exercising the options into shares and/or
in respect of the sale thereof, will apply to the Employee alone, and in case of death, god forbid, to the heirs, without the Company
bearing the same, directly and/or indirectly. The tax which shall apply will be deducted on the liability date, from the consideration
of the sale by the trustee or by the Company as applicable. The tax liability of the Employee (or the heirs, in case of death,
god forbid), will be determined pursuant to the provisions of Section 102 of the Income Tax Ordinance and the tax rules or according
to any other law which will replace them.



 


Miscellaneous


 


		23.	The options contemplated in this Annex are non-negotiable and will not be listed for trade on the
stock exchange. The Employee is not entitled to assign, pledge, mortgage or grant any third party any right in respect to the options
or to any portion thereof.



 


		24.	It is clarified that the options granted pursuant to this Annex are not salary components for all
intents and purposes and the Company will not be obligated to perform in respect thereof any payment or contribution pursuant to
any law or agreement (including severance payment).



 


In witness we have signed:


 


	/s/ Intec Pharma Ltd.	 	/s/ Nir Sassi
	The Company	 	The Employee



 



     


     


    

 


24


 




Annex C1


 


To


 


	Intec Pharma Ltd. (the
“Company”)	Date: February 23, 2010



 


Dear Sir/Madam, 


 


Re: Exercise Notice of Options for
the Purchase of the Company’s Shares


 


		1.	Within an employment agreement, executed between me and the Company on __________ (the “Employment
Agreement”), I have been granted options for the purchase of the Company’s shares, under the conditions specified in Annex
C of the Employment Agreement.



 


		2.	I hereby notify you that I wish to exercise _______ options for the purchase of the Company’s shares
out of the ______ Portion which vested on ____________.



 


		3.	Attached please find a check for the payment of the Exercise Price and the Exercise Supplement.



 


		4.	Please allocate to me the Company’s shares, subject matter of the Exercise.



 


	 	Sincerely,



 



     


     


    

 


25


 


	Translated from Hebrew	March 28, 2012



 


Addendum to Employment
Agreement


Made and entered in Jerusalem as of March
28, 2012


 


		Between:	Intec Pharma Ltd., Corporation number 513 022 780



 


12, Hartom St. Jerusalem


 


(Hereinafter: the
“Company”)


 


On the one hand


 


		And:	Nir Sassi, ID 038401261



 


61/3 Emek
Ha’ela St. Modiin


 


(Hereinafter:
“Chief Financial Officer”- “CFO”)


 


On the
other hand


 


		WHEREAS	The CFO began working in the company in accordance with the employment agreement dated March 1,
2010, which is attached to this agreement ((Hereinafter: the “Agreement”) ;



 


		AND WHEREAS
	The intention of the parties is that all rights granted to the CFO under the agreement shall continue and remain in force, and
that all provisions of the agreement will continue to apply between the parties, unless and to the extent explicitly modified
in this Addendum.



 


THUS AGREED, DECLARED
AND STIPULATED BY THE PARTIES AS FOLLOWS:


 


		1.	The introduction to this Addendum and its annexes constitute an integral part thereof.



 


		2.	The monthly salary of the CFO will be updated to a total amount of NIS 30,000 per month as of March
1, 2012.



 



     


     


    

 


26


 


		3.	Section 7.4 in the Agreement will be replaced with the following wording:



 


“Each party shall be entitled
to terminate this agreement at any time upon prior written notice of 90 days to the other party.”


 


		4.	Section 4.4 in the Agreement - the annual number of vacation days will be updated to 20 days.



 


		5.	Section 14 will be added to the agreement of March 2010 with the following wording:



 


“Nir
Sassi shall be entitled to a one-time grant of $ 50,000 by the company if the company will complete the issuance of its securities
on Nasdaq stock market during the period of the agreement. Payment of the tax amount on a grant, as granted, shall apply to and
be payable in full by Nir Sassi.”


 


		6.	All other provisions of the Agreement shall continue and
remain in force.



 


IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:


 


	/s/ Intec Pharma Ltd.	 	/s/ Nir Sassi
	The Company	 	The Employee


 



     


     


    

 


27


 


	Translated from Hebrew	October 21, 2013


 


Amendment to Agreement


 


Made and entered in Jerusalem
as of October 21, 2013


 


		Between:	Intec Pharma Ltd., Corporation number 513 022 780



 


12, Hartom St. Jerusalem


 


(Hereinafter: the
“Company”)


 


On the one hand


 


		And:	Nir Sassi, ID 038401261



 


3/6 Elul St.
Modiin


 


(Hereinafter:
“Chief Financial Officer”- “CFO”)


 


On
the other hand


 


		WHEREAS	Mr. Nir Sassi serves as CFO of the Company according to an employment agreement dated February
23, 2010 (“February 2010 Agreement”) and according to an addendum to an agreement dated March 28, 2012 (“March
2012 Addendum”);



 


		AND WHEREAS	the intention of the parties is to amend the February 2010 Agreement and its annexes, as approved by the Compensation Committee
and Board of Directors of the Company, and all as specified in the amendment to this Agreement, and subject to the approval of
the shareholders of the Company;



 


THUS AGREED, DECLARED
AND STIPULATED BY THE PARTIES AS FOLLOWS:


 


		1.	General



 


1.1 The
introduction to the Amendment to this agreement and its annexes constitute an integral part thereof.


 



     


     


    

 


28


 


1.2
The headings in the Amendment to this agreement have been added for convenience only, and do not interpret provisions of this Agreement.


 


		2.	Salary and social benefits



 


Revision of gross monthly
salary: the monthly salary will increase and will amount to NIS 37,500


 


		3.	Cash bonus



 


A Cash grant amounting to $50,000,
to which the CFO was entitled in respect of the Company’s capital raising, will be canceled.


 


		4.	Stock options



 


		(1)	The CFO will be allocated 750,000 options to purchase
750,000 Company shares of 0.01 NIS par value each for an exercise price equal to the average of the closing prices of the share
rate during the 30 days prior to the Board’s decision. Options which will vest over time will mature and become exercisable depending
on the terms of the Company’s stock options plan. Options that will vest over time will remain valid for a period of up to 72
calendar months from the date of grant.



 


Options that
will vest over time will expire upon completion of 90 days from the date of termination of employment of the CFO, and shall be
considered null and void and not exercisable if until this period the eligibility right was not established to exercise them and
they were not exercised by the CFO;


 


		(2)	The CFO will be allocated, on a one-time,
non- recurring basis, 1,750,000 conditional options to purchase 1,750,000 Company shares at NIS 0.01 par value each for
an exercise price equal to the average of the closing prices of the share rate during the 30 days prior to the Board’s decision
on the allocation (“Conditional Options”). The conditional options are in accordance with the Company’s stock
options plan for employees, officers, directors and consultants from 2005. The conditional options will mature and become fully
exercisable immediately after a material agreement enters into force.



 


In this respect, “Material
Agreement” signify an agreement that satisfies the following cumulative conditions: (A) an agreement was signed with a
company or entity, (B) a transaction with the company (or other entity designated by the Company for the purpose of this engagement)
in relation to the business core of the Company, (C) the agreement was approved by a majority of votes of the Board of Directors
as a material agreement for the Company, and (D) the Agreement substantially increases the value of the Company over a reasonable
time.


 



     


     


    

 


29


 


The conditional options shall
remain valid for a period of up to 72 calendar months from the grant date. The conditional options will expire upon completion
of 90 days from the date of termination of employment of the CFO, and will be considered null and void and non- exercisable if
until this period the eligibility right was not established to exercise them and they were not exercised by the CFO;


 


		5.	Termination of the engagement



 


The company and the CFO may
terminate the employment agreement upon giving prior written notice of three months.


 


		6.	Miscellaneous



 


6.1    All
terms and conditions stated in February 2010 agreement and March 2012 Addendum, unless specifically revised in the amendment to
this Agreement, shall remain in force and be binding upon the parties.


 


6.2    The
Amendment to this Agreement and February 2010 Agreement and March 2012 Addendum constitute the entire and full agreement of the
parties hereto with respect to the subject matter hereof that supersedes all previous agreements and obligations, both written
and verbal, between the parties hereto with respect to the subject matter.


 


IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:


 


	/s/ Intec Pharma Ltd.	 	/s/ Nir Sassi
	The Company	 	The Employee


 



     


     


    

 


30


 


	Translated from Hebrew	 
	 	 
	 	January 1, 2018


 


ADDENDUM TO


 


THE EMPLOYMENT AGREEMENT


 


THIS ADDENDUM (the “Addendum”)
to the Employment Agreement is entered into effect as of January 1, 2018 (the “Effective Date”), by and between
INTEC PHARMA LTD. (the “Company”), and Nir Sassi I.D. 038401261 (the “Executive”).


 


		WHEREAS,	The Company and the Executive have entered into an Employment Agreement, dated January February
23, 2010 as amended on March 28, 2012 October 21, 2013 and June 1, 2016 (collectively, the “Employment Agreement”);
and



 


		WHEREAS,	The Employment Agreement includes certain provisions which the parties mutually wish to amend as
set forth herein.



 


NOW, THEREFORE, The parties hereto
agree to amend the Employment Agreement as follows:


 


		1.	Salary/Annual Bonus



 


Notwithstanding
the Employment Agreement to the contrary, effective as of the Effective Date, the Executive shall be entitled for a gross monthly
salary of NIS 49,166.66 (representing annual base salary of NIS 590,000) (the “Base Salary”).



 


In
addition to the Base Salary, the Executive shall be entitled for an annual cash bonus of up to 30% of the annual base salary. The
bonus eligibility shall be based on a discretionary component of not more than 20% and measurable objectives to be determined by
the Company’s Chief Executive Officer as approved by Company’s compensation committee (the “Committee”).
The actual bonus payment is subject to the approval of the Committee in its sole discretion. For the avoidance of doubt, the bonus
(if any) will not be taken into account in the calculation of your social entitlements towards pension and severance or otherwise.


 


		2.	Company Car



 


The Company car which is currently
used by the Executive shall be upgraded to any car with a payment to the leasing company of not more than NIS 4,000 per month before
VAT, and be grossed-up by the Company.


 



     


     


    

 


31


 


		3.	Options



 


The
Executive shall be entitled for a one time grant of 50,000 options to purchase ordinary shares of the Company, no par value (the
“Options”). 1/3 of the Options shall vest on the first anniversary
date of the grant, and the additional 2/3 shall vest in eight equal quarterly installments thereafter over a period of two years,
provided the Executive continues to serve as a Company’s executive. The term of the options shall be of 7 years and the
exercise price of each option shall be equal to the average price of the Company’s ordinary shares on Nasdaq in the last
30 calendar days prior to the approval date by the board of directors of the Company. The grant shall be made under the capital
gains track of Section 102 of the Israeli Income Tax Ordinance.


 


		4.	Survival of Provisions



 


Except as otherwise amended
and modified hereby, which addendums shall have effect on the entire Employment Agreement, the provisions of the Employment Agreement
shall remain in full force and effect.


 


		5.	General



 


This Addendum shall be
deemed for all intents and purposes as an integral part of the Employment Agreement.


 


IN WITNESS WHEREOF, the parties have executed
this Addendum to the Employment Agreement as of the Effective Date.


 


	/s/
    Nadav Navon  /s/
    Jeffrey A. Meckler	 	/s/ Nir
    Sassi
	 	 	 
	Intec Pharma Ltd.	 	Executive