Exhibit
10.46


 


PERSONAL
EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT (“Agreement”) is made and entered into November 19, 2020 and is effective as of October 1, 2020
(“Effective Date”), by and between Orgenesis Services Sàrl, a Swiss corporation (the “Company”),
and Vered Caplan (the “Employee”).


 


WHEREAS,
the Company is a wholly-owned, direct subsidiary of Orgenesis, Inc. (“Parent”);


 


WHEREAS,
it is intended that the Company will enter into a services agreement with Parent to provide strategic services to the Parent
pursuant to a Services Agreement dated as of November 10, 2020; (“Services Agreement”):


 


WHEREAS,
Employee will be a material provider of services in the Services Agreement;


 


WHEREAS,
the Employee, pursuant to a separate appointment by the Parent, will continue as the Chairperson and a member of the board
of directors of Parent.


 


NOW,
THEREFORE, in consideration of the mutual premises, covenants and undertakings contained herein, the parties hereto have hereby
agreed as follows:


 


	1.	Employment,
                                         Position And Duties.



 


		1.1	Position.
                                         Effective as of October 1, 2020 (the “Start Date”), the Employee will
                                         serve as the Chief Executive Officer (“CEO”) and President of the
                                         Company and, in such other related capacity as the Company may from time to time reasonably
                                         require. The Employee will also continue to serve as the Chairperson of the Board of
                                         Directors of the Company (the “Company Board”).
	 	 	 
		1.2	Duties.
                                         The Employee will perform such duties as are regularly and customarily performed by the
                                         CEO and President of a company, including but not limited to, being accountable and responsible
                                         for overall direction, strategy, research, development and operations of the Company,
                                         including fundraising and regulatory compliance.
	 	 	 
		1.3	Location.
                                         The Employee will carry out her work from her home office in Switzerland or out of the
                                         offices of the Company in Switzerland, at her discretion. The Employee acknowledges that
                                         she may be required to travel in connection with the performance her duties for the Company
                                         and in her capacity as Chairperson of Parent.
	 	 	 
		1.4	Reporting.
                                         The Employee shall take directions from the Company’s Board.
	 	 	 
		1.5	Time
                                         and Efforts. During the Employee’s employment with the Company, the Employee
                                         will:



 


		1.5.1	diligently,
                                         honestly and faithfully serve the Company and use her best efforts to promote and advance
                                         the interests of the Company;



 




    	 



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		1.5.2	devote
                                         significant time and effort and attention to the business and affairs of the Company
                                         and its affiliates and subsidiaries; and,
	 	 	 
		1.5.3	perform
                                         her duties in accordance with applicable laws and in accordance with the policies and
                                         procedures of the Company as the same may be established and revised by the Company from
                                         time to time.



 


	2.	Remuneration,
                                         Expenses And Other Benefits



 


		2.1.	Salary.



 


		2.1.1.	For
                                         fulfilment of the Employee’s obligations as CEO and President of the Company under
                                         this Agreement, commencing October 1, 2020, the Company shall pay the Employee a gross
                                         monthly salary of CHF 13,345.05 (the “Base Salary”), payable in accordance
                                         with the Company’s payroll practices, but in no event less frequently than monthly.
	 	 	 
		2.1.2.	The
                                         Employee acknowledges that the Base Salary includes all compensation for overtime. Thus,
                                         no overtime shall be paid or compensated.
	 	 	 
		2.1.3.	The
                                         Employee agrees and acknowledges that her position is one that requires a special measure
                                         of personal trust and loyalty and constitutes a high leadership position according to
                                         Article 3 lit. d of the Swiss Federal Act of March 13, 1964 on Work in Industry,
                                         Trade and Commerce (LTr).
	 	 	 
		2.1.4.	Any
                                         employment relationship in the Company is built on trust and on work during flexible
                                         hours. According to this principle, the Employee’s work and rest hours are determined
                                         according to the Company’s needs, taking into consideration the Employee’s
                                         needs and the needs of the Company. Therefore, insofar as this shall be required by virtue
                                         of work needs, the Employee shall be expected to be available to the Company also during
                                         irregular and exceptional hours, beyond the normal workday in Company.
	 	 	 
		2.1.5.	The
                                         Base Salary includes the last cost of living allowance that has been paid before signing
                                         this Agreement. The Base Salary shall be updated according to the cost of living allowance
                                         that shall be in force from time to time, and it shall be paid to the Employee not later
                                         than the ninth day of each month, for the previous month.



 


		2.2.	Representation
                                         fees. The Company will pay Employee CHF 24,000 annual representation fees in monthly
                                         instalments of CHF 2,000 per month.
	 	 	 
		2.3.	Pension
                                         plan.



 


		2.3.1.	For
                                         the work performed for the Company, the Employee shall participate in the Company’s
                                         pension plan. The contributions and the benefits are determined by the rules and regulations
                                         of the pension plan, as amended from time to time. The Employee’s contributions
                                         are deducted by the Company from the gross Salary.



 




    	 



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		2.4.	Cellular
                                         Phone and Internet Services.



 


		2.4.1.	The
                                         Company shall provide the Employee with a cellular phone (the “Cellular Phone”)
                                         to be placed at the Employee’s disposal for her use in the course of performing
                                         her obligations under this Agreement, provided that the Company’s procedures in
                                         respect thereof are followed.
	 	 	 
		2.4.2.	The
                                         Employee shall return the Cellular Phone (together with any other equipment supplied)
                                         to the Company’s principal office upon termination of her employment under this
                                         Agreement. The Employee shall have no property rights with respect to the Cellular Phone
                                         and/or any of said other equipment.
	 	 	 
		2.4.3.	The
                                         Employee shall bear any taxes levied in connection with the Cellular Phone and/or the
                                         use thereof.
	 	 	 
		2.4.4.	The
                                         Company shall pay for internet services provided to the Employee for her home computer.
                                         The Employee shall bear any taxes that may be levied in connection therewith.



 


		2.5.	Travel
                                         allowance. The Company shall provide the Employee with a travel allowance of CHF
                                         1,200 per month, which shall be paid monthly in accordance with the Company’s payroll
                                         practices.
	 	 	 
		2.6.	Stock
                                         Options. The Employee may be granted options awards from time to time, as per the
                                         discretion of the compensation committee of Parent.
	 	 	 
		2.7.	Bonus.
                                         Any bonus payable to the Employee for any year is at the absolute discretion of the Company
                                         and its compensation committee. In particular, the eligibility criteria as well as any
                                         payment under the bonus plan, if applicable, will be determined by the Company and its
                                         compensation committee at their absolute discretion. The Company may modify or repeal
                                         the discretionary bonus plan, if applicable, at its discretion at any time. Furthermore,
                                         any bonus payment for one or more years does not grant a right to any future bonuses.
	 	 	 
		2.8.	Expenses.
                                         The Company will reimburse the Employee for expenses reasonably and properly incurred
                                         by her in the performance of her duties and responsibilities under this Agreement, in
                                         accordance with a budget that will be pre-approved.
	 	 	 
		2.9.	Vacation.
                                         The Employee will be entitled to five (5) weeks paid vacation each calendar year to be
                                         taken at such time or times as the Employee may select and as the Company Board may reasonably
                                         approve, having regard to the business affairs and operations of the Company.
	 	 	 
		2.10.	Indemnity
                                         and D&O Insurance. The Company agrees to arrange to allow the Employee to benefit
                                         from any director and officer liability insurance coverage policy carried by either of
                                         them. In addition, the Company shall provide Employee with an indemnification agreement
                                         at least as favorable as those provided to other senior executive officers and directors
                                         of Parent.



 




    	 



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	3.	Employment
                                         Period and Termination Thereof.



 


		3.1.	The
                                         Employee’s employment by the Company shall commence on the date specified in this
                                         Agreement, and shall not be limited in time.
	 	 	 
		3.2.	The
                                         Employee’s employment may be terminated by either party subject to the delivery
                                         of prior written notice by the terminating party, as follows: (i) at least six (6) months
                                         in advance if the termination is by the the Employee for any reason or by the Company
                                         other than for just cause according to Article 337 Swiss Code of Obligations (SCO)
                                         as described in Appendix A hereto “Just Cause”); and (ii) at least twelve
                                         (12) months in advance, if termination is by the Company following a Change of Control
                                         (as defined below) other than for Just Cause and (iii) on the day of termination if the
                                         termination is for Just Cause (the “Notice Period”).
	 	 	 
		3.3.	The
                                         provisions of Section 2 of Appendix A attached hereto shall apply to the terms
                                         of termination of Employee’s employment.



 


	4.	Social
                                         Security Contributions.



 


The
Employee and the Company shall each pay half of the contributions, which are owed as a matter of law for AVS (Old Age and Survivors’
Insurance), AI (Invalidity Insurance), APG (Loss of Earnings Insurance), AC (Unemployment Insurance). The Employee’s contributions
are deducted by the Company from the gross Salary.


 


	5.	Sick
                                         Leave.



 


In
case the Employee is unable to perform her duties under this Agreement due to illness, the Company’s obligation to continue
to pay the Employee’s salary is determined by Article 324a of the SCO.


 


	6.	Payments
                                         upon Termination.



 


		6.1.	Definition
                                         of Accrued Obligations. For the purposes of this Agreement, “Accrued Obligations”
                                         means: (i) the portion of the Employee’s Base Salary that has accrued, including
                                         vacation time, prior to the end of the present Agreement and has not yet been paid or
                                         compensated; and (ii) the amount of any expenses properly incurred by the Employee on
                                         behalf of the Company prior to the end of the present Agreement and not yet reimbursed.
                                         The Employee’s entitlement to any other compensation or benefit under any plan
                                         of the Company shall be governed by and determined in accordance with the terms of such
                                         plans, except as otherwise specified in this Agreement.



 




    	 



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		6.2.	Definition
                                         of Change of Control. As used herein, a “Change of Control” shall
                                         mean the occurrence of any of the following events: (A) The approval by shareholders
                                         of the Parent of a merger or consolidation of the Parent with any other corporation,
                                         other than a merger or consolidation which would result in the voting securities of the
                                         Parent outstanding immediately prior thereto continuing to represent (either by remaining
                                         outstanding or by being converted into voting securities of the surviving entity) more
                                         than fifty percent (50%) of the total voting power represented by the voting securities
                                         of the Parent or such surviving entity outstanding immediately after such merger or consolidation;
                                         or (B) The approval by the shareholders of the Parent of a plan of complete liquidation
                                         of the Parent or an agreement for the sale or disposition by the Parent of all or substantially
                                         all of the Parent’s assets.
	 	 	 
		6.3.	Severance
                                         Payment in the Case of Termination by Company Without Cause or by the Employee. In
                                         the event of termination of this Agreement by the Company other than for cause or by
                                         the Employee for any reason whatsoever, the Employee shall be entitled to receive, in
                                         addition to the Accrued Obligations, a lump sum payment equal to the sum of (x) the Employee’s
                                         annual Base Salary at the rate in effect as of the termination date, and (y) the greater
                                         of actual or target Annual Performance Bonus to which the Employee may have been entitled
                                         for the year in which the Employee’s employment terminates, in each case less all
                                         customary and required taxes and employment-related deductions and subject to the terms
                                         and conditions described in Section 6.5 (including the Employee’s execution of
                                         a release of claims).
	 	 	 
		6.4.	Severance
                                         Payment in the Case of Termination by Company Without Cause or by the Employee Following
                                         a Change of Control. In the event that a Change of Control (as defined in Section
                                         6.2) occurs and that, within a period of one (1) year following the Change of Control,
                                         the present Agreement is terminated either by the Company other than for cause, or by
                                         the Employee for any reason whatsoever, then, in addition to the Accrued Obligations,
                                         the Employee shall receive a lump sum payment equal to one and a half times the sum of
                                         (x) the Employee’s annual Base Salary at the rate in effect as of the termination
                                         date, and (y) the target Annual Performance Bonus to which the Employee may have been
                                         entitled for the year in which the Employee’s employment terminates, in each case
                                         less all customary and required taxes and employment-related deductions and subject to
                                         the terms and conditions described in Section 6.5 (including the Employee’s execution
                                         of a release of claims).
	 	 	 
		6.5.	Execution
                                         of Release of Claims. The Company shall not be obligated to pay the Employee any
                                         of the severance payments under Sections 6.3 and 6.4 unless and until the Employee has
                                         executed (without revocation) a timely release of claims in a form that is acceptable
                                         to the Company, and which includes standard and reasonable terms regarding items such
                                         as mutual non-disparagement, confidentiality, cooperation and the like, which must be
                                         provided to the Employee after thirty (30) days following separation from service, and
                                         must be effective and irrevocable prior to the 60th day following the Employee’s
                                         separation from service (the “Review Period”), and which shall include
                                         a general release of claims against Company and its affiliated entities and each of their
                                         officers, directors, employees and others associated with the Company and its affiliated
                                         entities. If the Employee fails or refuses to return such agreement, or revokes the agreement,
                                         within the Review Period, the Employee’s severance payments hereunder and benefits
                                         shall be forfeited.



 




    	 



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	7.	Confidentiality,
                                         Non-Competition, Non-solicitation and Intellectual Property.



 


		7.1.	The
                                         Employee hereby declares that she is obliged to the provisions of the Confidentiality,
                                         Non-Competition, Non-solicitation and Assignment of Intellectual Property clause, as
                                         described in Section 3 of Appendix A attached hereto.
	 	 	 
		7.2.	In
                                         addition to the terms and conditions specified above, the other terms and conditions
                                         of the Employee’s employment shall be in accordance with the provisions of Appendix
                                         A attached hereto, and the policies of the Company, as may be amended from time to time.



 


	8.	General.



 


		8.1.	Amendment.
                                         No provision in this Agreement may be amended unless such amendment is agreed to in writing
                                         and signed by the Employee and an authorized officer of the Company.
	 	 	 
		8.2.	Compliance
                                         with Policies and Laws. The Employee agrees to abide by all the policies and procedures,
                                         including without limitation, the code of conduct the Company. The Employee also agrees
                                         to abide by all laws applicable to the Company, in each jurisdiction in which the aforementioned
                                         do business.
	 	 	 
		8.3.	Governing
                                         Law and Venue. This Agreement and all rights and duties of the parties hereunder
                                         shall be exclusively governed by and interpreted in accordance with the laws of Switzerland.
                                         The competent courts of Lausanne, canton of Vaud, Switzerland, shall have the exclusive
                                         jurisdiction over the parties with regard to this Agreement, its execution, interpretation
                                         and performance.
	 	 	 
		8.4.	Notices.
                                         Any notice given or required to be given under this Agreement will be in writing and
                                         signed by or on behalf of the party giving it. Such notice may be served personally and
                                         in either case may be sent by priority post to the addresses of the parties noted on
                                         page one of this Agreement, or by fax, email or other electronic transmission. Any notice
                                         served personally will be deemed served immediately, and if mailed by priority post will
                                         be deemed served seventy two (72) hours after the time of posting, and if by electronic
                                         transmission, upon successful transmission.
	 	 	 
		8.5.	Severability.
                                         If any provision contained herein is determined to be void or unenforceable for any reason,
                                         in whole or in part, it will not be deemed to affect or impair the validity of any other
                                         provision contained herein and the remaining provisions will remain in full force and
                                         effect to the fullest extent permissible by law.
	 	 	 
		8.6.	Assignment
                                         of Rights. The Company will have the right to assign this Agreement to another party.
                                         The Employee shall not assign the Employees rights under this Agreement or delegate to
                                         others any of the Employees’ functions and duties under this Agreement, without
                                         the prior express written consent of the Company, which consent may be withheld at the
                                         sole discretion of the Company.
	 	 	 
		8.7.	Entire
                                         Agreement. This Agreement contains the entire understanding and agreement between
                                         the parties concerning the subject matter hereof and supersedes all prior agreements,
                                         understandings, discussions, negotiations and undertakings, whether written or oral,
                                         between the parties with respect thereto.
	 	 	 
		8.8.	Headings.
                                         The headings contained herein are for reference purposes only and will not in any way
                                         affect the construction or interpretation of this Agreement.



 


[Signature
page to follow.]


 




    	 



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INTENDING
TO BE LEGALLY BOUND, the parties hereunto have signed this Agreement as of the November 19, 2020


 


FOR
ORGENESIS SERVICES SARL


 


__________________________


By:
[NAME]


Authorized
Signatory


Title:
[TITLE]


 


SIGNED
by VERED CAPLAN


 


 


__________________________


Signature


 




    	 



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APPENDIX
A TO PERSONAL EMPLOYMENT AGREEMENT


 


		1.	General



 


	 	1.1	This
                                         agreement constitutes an integral part of the personal employment agreement dated October
                                         1, 2020 between Ms. Vered Caplan (the “Employee”) and Orgenesis Services
                                         Sàrl (the “Company”) (the “Agreement”).
	 	 	 
		1.2	The
                                         Employee warrants, confirms and undertakes that she is entitled to enter into this Agreement
                                         and to assume all the obligations pursuant hereto, that there is no contractual or other
                                         impediment to her entering into this Agreement.
	 	 	 
		1.3	The
                                         Employee hereby warrants that she has no medical or other problems, which might prevent
                                         her from performing her obligations to work for the Company. The Employee shall notify
                                         the Company of any change in her state of health.



 


		2.	Employment
                                         Period and Termination Thereof



 


		2.1	During
                                         the Notice Period as described in Section 3 of the Agreement, the Employee shall continue
                                         to render services to the Company until the end of the Notice Period, unless otherwise
                                         instructed by the Company. Nevertheless, the Company shall have the right to put the
                                         Employee on garden leave at any time during the Notice Period. In the event of such termination,
                                         the Company shall pay the Employee her Salary during the remainder of the Notice Period.
                                         If the Employee is put on garden leave, she shall continue to provide her services to
                                         the extent deemed necessary by the Company to ensure a smooth transition of her duties
                                         and continuation of the Company’s activities. Any severance due the Employee following
                                         or upon the termination of employment shall be due following the expiration of the applicable
                                         Notice Period.
	 	 	 
	 	 	For
                                         the avoidance of any doubt, it is hereby expressed that the Company reserves this right
                                         in both the event the notice of termination of employment was delivered by it or in the
                                         event that it was delivered by the Employee, and a latter case shall not constitute a
                                         dismissal of employment by the Company.
	 	 	 
		2.2	Notwithstanding
                                         the foregoing, the Company may also terminate the employment without notice for just
                                         cause according to Article 337 SCO. Just cause exists in particular in, but not limited
                                         to, the case of a breach of her fiduciary duty by the Employee, including but not limited
                                         to a commission of a felonious crime connected with her employment and/or in the case
                                         of a breach of her obligations regarding confidentiality, non-competition and intellectual
                                         property, as defined in Section 3 henceforth.



 




    	 



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		2.3	The
                                         Employee undertakes that immediately upon the termination of her employment with the
                                         Company (which is effective immediately following the expiration of the applicable Notice
                                         Period), for any reason, or prior thereto, as per the Company’s instructions, she
                                         shall act as follows:



 


		2.3.1	She
                                         shall deliver and/or return to the Company all the documents, diskettes or other magnetic
                                         media, letters, notes, reports and other papers in her possession and relating to her
                                         employment with the Company, as well as any equipment and/or other property belonging
                                         to the Company which was placed at her disposal;
	 	 	 
		2.3.2	She
                                         shall delete any information relating to the Company or its business from her personal
                                         computer, if any;
	 	 	 
		2.3.3	She
                                         shall coordinate her resignation with the Company Board and shareholders of the Company
                                         according to the timetable determined by her supervisors, and she shall hand over her
                                         duties in an orderly fashion and in accordance with the Company procedures, the documents
                                         and all the other matters dealt with by her to whomever the Company instructs, and all
                                         to the satisfaction of the Company.



 


		3.	Confidentiality,
                                         Non-Competition/Non-solicitation and Intellectual Property
	 	 	 
	 	 	The
                                         Employee warrants and undertakes that for as long as she is employed by the Company,
                                         and after the termination of such employment, for any reason, she shall maintain in complete
                                         confidence any matters that relate to the Company the affairs and/or business thereof,
                                         including regarding the terms and conditions of her employment pursuant to this Agreement,
                                         and that she shall not harm the goodwill or reputation of the Company and she agrees
                                         to the provisions of the confidentiality, non-competition, non- solicitation and intellectual
                                         property clauses as specified below.
	 	 	 
	 	 	The
                                         Employee’s obligations pursuant to this Section derive from her status and her
                                         position in the Company, along with all matters connected therewith, and the terms and
                                         conditions of the Employee’s employment pursuant to this Agreement, including her
                                         Salary, have been determined in part, inter alia, in consideration of this undertaking
                                         and constitute sufficient consideration for her obligations hereunder.



 




    	 



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	 	3.1	Confidentiality



 


		3.1.1	The
                                         Employee undertakes to maintain the Confidential Information (as defined below) of the
                                         Company, including its Parent and their affiliates, during the term of her employment
                                         with the Company and after the termination of such employment, for any reason.
	 	 	 
		3.1.2	Without
                                         derogating from the generality of the foregoing, the Employee hereby agrees that she
                                         shall not, directly or indirectly, disclose or transfer to any person or entity, at any
                                         time, either during or subsequent to her employment period, any trade secrets or other
                                         confidential information, whether patentable or not, of the Company and/or Parent and/or
                                         their affiliates, including but not limited to, any (i) processes, formulas, trade secrets,
                                         innovations, inventions, discoveries, improvements, research or development and test
                                         results, survey, specifications, data and know-how; (ii) marketing plans, business plans,
                                         strategies, forecasts, unpublished financial information, budgets, projections, product
                                         plans and pricing; (iii) personnel information, including organizational structure, salary,
                                         and qualifications of Employees; (iv) customer and supplier information, including identities,
                                         product sales and purchase history or forecasts and agreements; and (v) any other information
                                         which is not known to the public (collectively, “Confidential Information”),
                                         of which the Employee is or becomes informed or aware during the employment period, whether
                                         or not developed by the Employee.
	 	 	 
		3.1.3	The
                                         Employee undertakes not to directly or indirectly give and/or transfer, directly or indirectly,
                                         to any person or entity, any material and/or raw material and/or product and/or part
                                         of a product and/or model and/or document and/or diskette and/or other information storage
                                         media and/or photocopied and/or printed and/or duplicated object containing any or all
                                         of the Confidential Information.
	 	 	 
		3.1.4	The
                                         Employee undertakes not to make any use, including duplication, production, sale, transfer,
                                         imitation and distribution, of all or any of the Confidential Information, without the
                                         prior written consent of the Company.
	 	 	 
		3.1.5	The
                                         Employee will not use or disclose any confidential information or trade secrets, if any,
                                         of any former employer or any third party or any information in respect of which the
                                         Employee has confidentiality obligations, and will not bring onto the premises of the
                                         Company any such information, unless express written consent was provided by such former
                                         employer or third party.
	 	 	 
		3.1.6	In
                                         the event the Employee is in breach of any of her above obligations, she shall be liable
                                         to indemnify, compensate and hold the Company harmless in respect of all damages and/or
                                         expenses incurred by the Company as a result of such breach, including trial costs and
                                         legal fees and applicable taxes, and such being without derogating from any other relief
                                         and/or remedy available to the Company by virtue of any law.



 




    	 



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		3.2	Non-Competition/
                                         Non-Solicitation



 


		3.2.1	The
                                         Employee undertakes that during the period of her employment with the Company and for
                                         a period of twelve (12) months after the termination thereof, for any reason, she shall
                                         not, anywhere in the world, do business, as an employee, independent contractor, consultant
                                         or otherwise, and shall not directly or indirectly participate in or accept any position,
                                         proposal or job offer that may directly or indirectly compete with or harm the Company,
                                         Parent, or their affiliates, or in the field in which the Company engages, is engaged
                                         or is about to engaged (the “Competitive Occupation”).



 


	 	 	The
                                         foregoing shall apply irrespective of whether the Competitive Occupation is carried out
                                         by the Employee alone or in cooperation with others and shall apply to the participation
                                         of the Employee in a Competitive Occupation, whether as a controlling shareholder or
                                         as an interested party.
	 	 	 
		3.3	Intellectual
                                         Property, Copyright and Patents



 


		3.3.1	The
                                         Employee hereby acknowledges and agrees that the Company owns and shall own any and all
                                         Intellectual Property Rights created, made or discovered by the Employee or employee
                                         or personal that reports to Employee either: during the term of employment; and/or in
                                         connection therewith; and/or in connection with the Company, its business (actual and/or
                                         contemplated), products, technology and/or know how or that of Parent (“Company
                                         IPR”). Intellectual Property Rights means all worldwide (a) patents, patent
                                         applications and patent rights; (b) rights associated with works of authorship, including
                                         copyrights, copyrights applications, copyrights restrictions, mask work rights, mask
                                         work applications and mask work registrations; (c) rights relating to the protection
                                         of trade secrets and confidential information; (d) moral rights; (e) rights analogous
                                         to those set forth herein and any other proprietary rights relating to intangible property
                                         including ideas; and (f) divisions, continuations, renewals, reissues and extensions
                                         of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.



 




    	 



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		3.3.2	The
                                         Employee hereby assigns to the Company and/or its designee, all right, title and interest
                                         in and to Company IPR upon its creation. The Employee will assist the Company to obtain,
                                         and from time to time enforce, any Company IPR worldwide, including without limitation,
                                         executing, verifying and delivering such documents and performing such other acts as
                                         the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing,
                                         sustaining and enforcing such Company IPR. Such obligation shall remain in effect beyond
                                         the termination of the Employee’s relationship with the Company, all for no additional
                                         consideration provided that Employee shall not be required to bear any expenses as a
                                         result of such assignment. In the event the Company is unable for any reason, after reasonable
                                         effort, to secure Employee’s signature on any document required, Employee hereby
                                         irrevocably designates and appoints the Company and its duly authorized officers and
                                         agents as its agent and attorney in fact to act for and in its behalf to further the
                                         above purposes.
	 	 	 
		3.3.3	The
                                         Employee hereby waives, releases and forever discharges any claims and/or demands whatsoever,
                                         whether in law, in equity or otherwise, in relation to the Company IPR, including without
                                         limitation any moral rights and rights to receive royalties in connection therewith and
                                         expressly waive any rights to receive royalties under Swiss law.
	 	 	 
		3.3.4	The
                                         Employee represents and warrants that upon execution hereof it has not created and does
                                         not have any right, title or interest in and to any Intellectual Property Rights related
                                         and/or similar to Company’s business, products or Intellectual Property Rights.
                                         The Employee undertakes not to incorporate any prior inventions in any Company IPR.
	 	 	 
		3.3.5	The
                                         Employee undertakes to immediately inform and deliver to the Company, written notice
                                         of any Company IPR conceived/ invented by her and/or personal of the Company and/or its
                                         successors who are subordinate to her, immediately upon the discovery thereof.



 




    	 



    	-13-



    

 


		3.3.6	The
                                         Employee’s obligations pursuant to this Section shall survive the termination of
                                         her employment with the Company and/or its successors and assigns with respect to inventions
                                         conceived by her during the term of her employment or as a result of her employment with
                                         the Company.



 


		3.4	Employee
                                         acknowledges that the restricted period of specified hereunder are reasonable, in view
                                         of her position and the nature of the business in which the Company is engaged, the Employee’s
                                         knowledge of the Company’s business and the compensation she receives. Notwithstanding
                                         anything contained herein to the contrary, if the period of time specified herein should
                                         be determined to be unreasonable in any judicial proceeding, then the period of time
                                         and area of the restriction shall be reduced so that this Agreement may be enforced in
                                         such area and during such period of time as shall be determined to be reasonable by such
                                         judicial proceeding. The Employee acknowledges that the compensation and benefits granted
                                         to her by the Company under this Agreement were determined, inter alia, in consideration
                                         for her obligations under this Section 3.



 


		4.	Taxes
	 	 	 
	 	 	The
                                         Employee shall bear all the taxes deriving from the rights and benefits received by her
                                         pursuant to this Agreement. It is hereby expressed that all the amounts specified in
                                         this contract are gross and statutory tax shall be deducted from them.



 


I
have carefully read this agreement and its appendices thereto, I have understood the contents, the terms and conditions included
therein and undertake to perform all the thereof and I agree to the obligations therein.


 


	Signature:	____________________________	 
	 	 	 
	Employee’s
    name:	Vered
    Caplan	 
	Date:	[date]