EXECUTIVE SERVICE AGREEMENT


 


MORRIA BIOPHARMACEUTICALS PLC


 


and


 


Alan Harris


 



    	 



    	 



    

 


PARTIES:


 


		(1)	MORRIA BIOPHARMACEUTICALS PLC (company number 5252842) whose registered office is at 53
Davies street, Mayfair, London W1K5JH ("Company" or "Morria"); and (2) Alan Harris having an address
of ______________________________________________(Executive").



 


		1.	Definitions and interpretation



 


The definitions and interpretative
provisions in Schedule 1 apply to this agreement.


 


		2.	Appointment



 


		2.1	The Company will employ the Executive as of July 1, 2012 (“Effective Date”) as Chief
Medical Officer of Morria Biopharmaceuticals Plc and subject to the terms and conditions specified in this agreement.



 


		3.	Duration of the Employment



 


		3.1	The Employment will commence on the Effective Date and, subject to clause 14, continue until terminated by either party giving to the other not less than six months’ notice
in writing.






 


		3.2	For the purpose of ERA 1996 the Executive’s period of continuous employment will begin on
the Effective Date and terminate on the third anniversary. The Employment is not continuous with any previous employment.



 


		3.3	The Executive represents and warrants that he is not bound by or subject to any agreement, relationship,
or court order agreement arrangement or undertaking which in any way restricts or prohibits him from entering into this agreement
or from performing his duties under this agreement.



 


		4.	Scope of the Employment



 


		4.1	The Executive shall have the responsibility and power and authority to take (or authorize other
officers, employees or agents of the Company to take) all actions on behalf of the Company that are within the ordinary course
of business of the Company in his position as Chief Medical Officer and as directed by the Chief Executive Officer, Board of Directors,
or Chairman of the Board of Directors of the Company, unless the Chairman of the Board of the Company, or Board of Directors shall
have previously restricted (specifically or generally) such power and authority of the Chief Medical Officer(“Services”).



 


		4.2	The scope of the Services shall be determined by the Company from time to time, according to the
Company’s needs.



 


		4.2.1	devote to his duties the time, attention and skill as may reasonably be required for the satisfactory
performance of the position.



 



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		4.2.2	faithfully and diligently perform such duties and exercise such powers consistent with his position
as may from time to time be assigned to or vested in him by the Chief Executive Office, Chairman of the Board of Morria; and Board
of Directors of Morria;



 


		4.2.3	obey the reasonable and lawful directions of the Chief Executive Office, Chairman of the Board
of Morria; and Board of Directors of Morria or anyone duly authorised by it;



 


		4.2.4	comply with all the Company’s rules, regulations, policies and procedures from time to time
in force;



 


		4.2.5	use best endeavours to promote and protect the interests of Morria and future growth; and



 


		4.2.6	keep the Chief Executive Office, President and Chairman of the Board of Morria at all times promptly
and fully informed, in writing if so requested, of his conduct of the business of Morria as the Chief Executive Office or Chairman
may require.



 


		4.3	Specifically, but without limitation, the Executive shall have the responsibility of: general supervision
and control over, and responsibility for, the Company’s pre-clinical and clinical development activities; regulatory development
, planning, and filings; and company clinical presentations and development plan and startegy.  In addition to Executive’s
primary duties, Executive shall perform such other services and discharge such other duties and responsibilities, as may be prescribed
by the Chief Executive Officer and/or Board of Directors from time to time.



 


		4.3.1	Manage and all aspects of drug development  of Morria  drug
development and clinical operations including pre-clinical pharmacology and toxicology, Phases 1-3 clinical development and clinical
trials, development and commercialization of  Morria's technology related to the treatment of inflammatory diseases;



 


		4.3.2	Design, draft, execute, report: toxicology, pharmacology and Phase 1–3
clinical trials;



 


		4.3.3	Work with third party clinical sites, contract researches and organizations,
and advisors, and consultants;



 


		4.3.4	Draft, develop, strategize for, prepare, and submit regulatory applications
and present at regulatory meetings;



 


		4.3.5	Establish a strong relationship and credibility with biotechnology analysts 
and numerous health care fund managers; 



 



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		4.3.6	Establish and participate in industry collaborations. Licensing partners,
and relationships;



 


		4.3.7	Present development updates in conference calls in and meeting with
the investor, and shareholder, and potential investors; and 



 








		4.3.8	Help build shareholder value through investor meetings and presentations.









 


		4.4	It is hereby clarified that the list above is a non-exhaustive list. Executive acknowledges that
Morria is a UK company and that its services include interaction with US and European regulatory authorities may be required.



 


		4.5	The Executive must not, without the prior consent of the Board:



 


		4.5.1	on behalf of the Company, incur any capital expenditure in excess of any sum authorised from time
to time by the Board;



 


		4.5.2	on behalf of the Company, enter into any commitment contract or arrangement without authorization
from the Chief Executive Office, Chairman of the Board of Morria, or the Board of Directors of Morria and which is outside the
normal course of its business or of an unusual onerous or long term nature or outside the scope of his normal duties



 


		5.	Hours and place of work



 


		5.1	The Executive will work full time for the Company and devote his full time, energy and attention
to the Company. The Executive may not be employed in another employment or consulting position unless approved in advance by the
Chairman of the Board of Morria. Executive may continue to consult for AGH Associates and Somtherapeutics, Inc.



 


		5.2	The Executive will work such hours as are necessary for the proper performance of his duties as
defined by the Project.



 


		5.3	Executive shall work from New York City, New York.



 


		5.4	The Executive may be required to work and undertake travel as the Company may reasonably require
and as may be necessary for the proper performance of the Executive’s duties.



 



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		6.	Remuneration and benefits



 


		6.1	The Company shall pay Executive a base salary at the annualized rate
of Two Hundred and Forty Thousand US Dollars ($240,000.00 USD) (the “Base Salary”), less payroll
deductions and all required withholdings, payable in regular periodic payments in accordance with the Company’s normal payroll
practices. The Base Salary shall be prorated for any partial year of employment on the basis of a 365-day fiscal year. Until the
Company has closed a financing of privately issued securities to be no less than $15,000,000 USD (the “Private Placement”),
Executive shall be paid Ten Thousand USD Dollars ($10,000.00 USD) each month. From the period commencing on the Effective Date
and ending on the closing of the Private Placement, Executive will be at 50% full time employment (FTE) and receive 50% of the
Base Salary; and upon closing the Private Placement, Executive shall be 100% FTE and receive 100% of the Base Salary.



 


		6.2	Annual Milestone Bonus. At the sole discretion of the Board of Directors or the compensation
committee of the Board (the “Compensation Committee”), following each calendar year of employment Executive
shall be eligible to receive an additional cash bonus of up to twenty-five percent (25%) of the Base Salary (the “Annual
Milestone Bonus”), based on Executive’s attainment of certain clinical development, and/or business milestones
(the “Milestones”) to be established annually by the Board or the Compensation Committee. The determination
of whether Executive has met the Milestones, and if so, the bonus amount (if any) that will be paid, shall be determined by the
Board or the Compensation Committee in its sole and absolute discretion. Executive must remain employed by the Company through
and including the Milestones in order to be eligible to earn or receive any Annual Milestone Bonus for that year. Any Annual Milestone
Bonuses shall be paid in cash as either single lump-sum payments or in instalments over a period not to exceed 6 months, as determined
by the Board or the Compensation Committee. Executive shall also be entitled to any other bonuses at the sole discretion of the
Board.



 


		6.3	Executive’s compensation will be reviewed at least on an annual
basis and the Base Salary may be increased from time to time in the Company’s sole discretion The Board will review
the Executive’s Salary annually. The Company is not obliged to increase the Salary following any review.



 


		6.4	Stock Options. Subject to approval by the Board and subject to the terms of the Company’s
2007 Stock Incentive Plan (the “Plan”), Executive will be granted, effective as of the later of
the Effective Date or the date of Board approval, an option to purchase Sixty Thousand (60,000) shares of the Company’s
Common Stock (the “Option”). On each anniversary of the effective grant date of the Option, one-third
of the shares subject to the Option shall vest, subject to Executive’s continued employment with the Company on each such
vesting date. The Option will be governed by the Plan and shall be granted pursuant to a separate stock option grant notice and
stock option agreement. The exercise price per share of the Option will be equal to the fair market value of a single share of
Common Stock on the effective date of the grant as determined in good faith by the Board.



 



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		6.5	All of Executive’s compensation shall be subject to customary withholding taxes and any other
employment taxes as are commonly required to be collected or withheld by the Company. The Base Salary, Annual Milestone Bonus,
and Heath Benefit Reimbursement will be subject to deductions for income tax and National Insurance contributions or such other
tax as required by law in the US and UK. Executive shall be responsible for paying all federal, state, local taxes or any such
other taxes required by law; social security, and Medicare.



 


		6.6	The Executive shall be covered by the Company’s Directors and Officer’s liability insurance
policy, provided by the Company the covers directors and officer of the Company, and at the Company’s expense. The
Executive shall, in accordance with Company policy and the applicable plan documents, be eligible to participate in benefits under
any benefit plan or arrangement, including medical, dental, vision, disability and life insurance programs, and any other benefits
that may be in effect from time to time and made available to the Company’s senior management employees, subject to the terms
and conditions of those benefit plans. Notwithstanding any of the foregoing, nothing in this Agreement shall require the
Company or any subsidiary of the Company to establish, maintain or continue any particular plan or program nor preclude the amendment,
rescission or termination of any such plan or program that may be established from time to time.



 


		6.7	Notwithstanding the foregoing, in lieu of participating in the Company’s group health plan
and any coverage now or in the future under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with
any state or local laws of similar effect, “COBRA”), at the Executive’s election which he voluntary
expressly waives, and subject to Executive’s continued employment with the Company on each reimbursement date, the Company
will reimburse Executive Two Thousand Five Hundred US Dollars ($2,500.00 USD) which shall be paid on a monthly basis (“Heath
Benefit Reimbursement”). The Health Benefit Reimbursement shall be paid starting upon the closing of the Private Placement.



 


		6.8	Expense Reimbursements. The Company will reimburse Executive for all reasonable business
expenses Executive incurs in conducting his duties hereunder, pursuant to the Company’s usual expense reimbursement policies,
but in no event later than thirty days after the end of the calendar month following the month in which such expenses were incurred
by Executive; provided that Executive supplies the appropriate substantiation for such expenses no later than the end of the calendar
month following the month in which such expenses were incurred by Executive. The Company shall pay Executives membership to the
American College of Physicians.



 



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		6.9	Holidays and Vacation. Executive
shall receive no less than four (4) weeks of paid vacation per year, which cannot be taken in one four (4) week increment,
of which one (1) week may be accrued if not used in any year and be paid to Executive or carried forward to subsequent years consistent
with Company policy and will receive paid Company holidays in accordance with Company policy.                              



 


		6.10	Any benefit plans provided by the Company to the Executive or the Executive’s family which
are not expressly referred to in this agreement will be regarded as ex gratia and at the sole discretion of the Company and will
not form part of the Employment.



 


		7.	Deductions: For the purposes of ERA 1996, the Executive authorises
the Company to deduct from his remuneration under this agreement any sums due from him to the Company including, but not limited
to, any overpayments of Salary, loans or advances made to him by the Company, any fines incurred by the Executive and paid by the
Company, any unauthorised expenses, the cost of repairing any damage or loss to the Company’s property caused by him and
any losses suffered by the Company as a result of any negligence or breach of duty by the Executive.



 


		8.	Credit Card



 


		8.1	If the Executive is issued with a Company credit card it is issued on condition that he:



 


		8.1.1	takes good care of it and immediately reports any loss of it to the Chief Executive Officer or
Chairman of the Board;



 


		8.1.2	uses the card only for the purposes of the business of the Company in accordance with any Company
policy; and



 


		8.1.3	returns the card immediately to the Company on request.



 


9. Pension


 


No provision
for retirement or death in service benefits will be made by the Company for the Executive but if the Company provides access to
a stakeholder pension scheme pursuant to the Welfare Reform and Pensions Act 1999 full details will be provided on request. There
is no contracting-out certificate in force under the Pension Schemes Act 1993 in respect of the Employment.


 


		10.	Restrictions on other activities by the Executive



 


		10.1	During the Employment the Executive must not directly be involved in any activity which the Company
considers may be, or become, competitive and/or harmful to the interest of the Company or of any Group Company or which might adversely
affect the performance of the Executive’s duties under the Employment.



 



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		10.2	The Executive must not, except with the prior approval of the Board, be employed in any other business
or undertaking. This restriction does not prohibit the holding by the Executive, either directly or through nominees, of investments
dealt on any Recognised Investment Exchange if not more than three percent of the issued shares or other securities of any class
of any one company are so held.



 


		10.3	The Executive must comply with:



 


		10.3.1	every rule of law and the rules and regulations of any Recognised Investment Exchange applicable
to the Company; and



 


		10.3.2	every regulation of the Company for the time being in force in relation to dealings in shares or
other securities of the Company or any Group Company.



 


		10.4	The Executive must not, and will procure so far as he is able that his spouse, infant children
and other connected persons, within the meaning of section 346 Companies Act 1985, will not, deal or become or cease to be interested,
within the meaning set out in part 1 schedule XIII Companies Act 1985, in any securities of the Company, except in accordance with
the then current code for securities transactions by directors of the Company.



 


		10.5	Subject to any regulations issued by the Company, the Executive may not receive or obtain directly
or indirectly any discount rebate or commission (Benefit) in respect of any sale or purchase of goods effected or other
business transacted, whether or not by him by or on behalf of the Company or any Group Company. If the Executive, or any firm or
company in which he is interested, obtains a Benefit he must account to the Company or the relevant Group Company for it or a due
proportion of the Benefit received by such company or firm having regard to the extent of the Executive’s interest in it.



 


		11.	Confidential Information and Company documents



 


		11.1	The Executive must not either during the Employment, except in the proper performance of his duties,
and subject to the Company’s disclosure of information policy or at any time after the termination of the Employment:



 


		11.1.1	Divulge, disclose, transfer, or communicate to any person any Confidential Information;



 


		11.1.2	use or assist a third party to use any Confidential Information for his own purposes or for any
purposes other than those of the Company or any Group Company; or



 


		11.1.3	permit or cause any unauthorised disclosure of any Confidential Information through any failure
on his part to exercise due care and diligence.



 



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		11.2	The restrictions in clause 11.1 do not apply to:






 


		11.2.1	any disclosure required for the proper performance of the Executive's duties during the Employment
or as authorised by the Board;



 


		11.2.2	any disclosure made to any person authorised by the Company to possess the relevant information;



 


		11.2.3	any information or knowledge that was known to the Executive prior to the commencement date of
this agreement; or



 


		11.2.4	any information which becomes available to the public generally otherwise than through the default
of the Executive.



 


		11.3	All information, data, materials, compositions, notes, memoranda records lists of customers and
suppliers, employees correspondence documents, computer and other discs and tapes, data listings, codes, designs and drawings and
other documents and material whatsoever in the Executive’s possession or control and whether or not made or created by the
Executive, relating to the business of the Company or any Group Company and any copies of them:



 


		11.3.1	are and remain the property of the Company or the relevant Group Company;



 


		11.3.2	will be handed over by the Executive to the Company or to the relevant Group Company on demand
and, in any event, immediately on the termination of the Employment and the Executive will certify that all such property has been
so handed over; and



 


		11.3.3	will on demand and, in any event, immediately on the termination of the Employment be permanently
deleted from any PC system in his possession or under his control.



 


		12.	Data protection



 


The Executive confirms that
the Company may collect, hold, process and transfer, both electronically and manually, Employment Related Personal Data for the
purposes of administering the Employment, the Company’s administration, management of its staff and its business and to comply
with applicable procedures laws and regulations for the transfer storage and processing by the Company of such the Employment Related
Personal Data outside the European Economic Area, in particular to and in the United States of America and any other country in
which the Company has offices. Additionally, the Executive explicitly consents to the Company collecting, holding, processing and
transferring, both electronically and manually, Employment Related Sensitive Personal Data for the purposes of compiling and disclosing
statistics in connection with the Company’s equal opportunities programme.


 



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		13.	Inventions and other intellectual property



 


		13.1	The parties foresee that the Executive may make inventions or create other intellectual property
in the course of the Employment. In this respect the Executive has a special responsibility to further the interests of the Company
and the Group.



 


		13.2	In relation to each and every conception, improvement, invention or discovery which relates directly
or indirectly to the business of the Company (Company Invention) which the Executive, jointly or alone, makes at any time
during the Employment, he will:



 


		13.2.1	promptly disclose full details, including information, know how, technology, data, materials, any
documents, drawings models, or other embodiments of the Company Invention; and



 


		13.2.2	assign and will assign all Inventions to the Company, and all information, data, technology, conceptions,
know how, to the Company. At Company’s request and expense, do all things necessary or desirable to enable the Company or
its nominee to exploit the Company Invention for commercial purposes and to secure patent or other appropriate forms of protection
for it anywhere in the world. Decisions as to the patenting and exploitation of any Company Invention are at the sole discretion
of the Company.



 


		13.2.3	To the extent that he owns or will own the rights in relation to any Company Invention, assigns
to the Company by way of future assignments all such rights.



 


		13.3	In relation to each and every copyright work including, but not limited to, any source code and
object code for software, domain name, database or design which relates either directly or indirectly to the business of the Company
or any Group Company (Copyright Work) which the Executive, jointly or alone, originates, conceives, writes or makes at any
time during the period of his Employment the Executive:



 


		13.3.1	will promptly disclose such Copyright Work, including any documents, drawings, models or other
embodiments of the Copyright Work, to the Company. Any Copyright Work made wholly outside the Executive’s normal working
hours which is wholly unconnected with the Employment or, directly or indirectly, the business of the Company or any Group Company
is excluded from the ambit of clause 13.3;






 


		13.3.2	to the extent that he owns or will own the rights in any Copyright Work, assigns to the Company
by way of future assignment all copyright, database rights, design rights and other proprietary rights, if any, throughout the
world in the Copyright Work including the right to register, at the Company’s absolute discretion, any such rights in the
Copyright Work; and



 



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		13.3.3	irrevocably and unconditionally waives in favour of the Company any and all moral rights conferred
on him by chapter IV of part I of the Copyright Designs and Patents Act 1988 in relation to any such Copyright Work.



 


		13.4	The Executive, at the request and expense of the Company, will do all things necessary or desirable
to substantiate the rights of the Company to each and every Company Invention or Copyright Work and permit the Company, which the
Executive irrevocably appoints as his attorney for this purpose, to execute documents, to use his name and to do all things which
may be necessary or desirable for the Company to obtain for itself or its nominee the full benefit of each and every Company Invention
or Copyright Work. A certificate in writing signed by any director or the secretary of the Company that any instrument or act falls
within the authority conferred by clause13.4 will be conclusive evidence to that effect so far as any third party is concerned.






 


		13.5	Nothing in clause 13 will be construed as restricting the rights of the Executive or the Company under sections 39 to 43 Patents
Act 1977.






 


		14.	Termination



 


		14.1	The Employment may be terminated for any reason by the Company, Chief Executive Office, or Chairman
of Board of Morria by not less than six months’ notice in writing given at any time.



 


		14.2	The Employment may be terminated immediately by the Company if the Executive:



 


		14.2.1	commits any serious breach or repeats or continues, after warning, any material breach of his obligations;



 


		14.2.2	is guilty of conduct tending to bring himself or the Company or any Group Company into disrepute;



 


		14.2.3	becomes bankrupt or has an interim order made against him under the Insolvency Act 1986 or compounded
with his creditors generally;



 


		14.2.4	is indicted or convicted of an offence under any statutory enactment or regulation relating to
insider dealing or is in breach of the code on directors’ dealings in listed securities adopted from time to time by the
Company or any Group Company;



 


		14.2.5	commits any breach of clauses 10, 11 or 13;












 


		14.2.6	is indicted or convicted of any criminal offence, other than a minor motoring offence that does
not prevent the Executive performing his duties;



  


		14.2.7	fails to perform or is, in the reasonable opinion of the Board, incapable of properly performing
his duties under this agreement, if the Executive has been given due warning in writing by the Company of his poor performance
or incapability and has failed within the specified period to meet the required standard; or



 






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		14.2.8	without reasonable cause wilfully neglects or refuses to discharge his duties or to attend to the
business of the Company.



 


		14.3	If the Company becomes entitled to terminate the Employment pursuant to clause 14.2, it may, but without prejudice to its right subsequently to terminate the Employment on the same or any
other ground, suspend the Executive either on full pay or without payment of salary.






 


		14.4	The Company reserves the right, at its absolute discretion, to terminate the Employment immediately
or with less notice than required by clause 3.1 and to give the Executive pay in lieu of any such notice of termination and he will forfeit any entitlement
to any bonus payments due for payment following the termination of his employment that has not yet vested.






 


		14.5	During any period of notice of termination not exceeding six months, whether given by the Company,
the Company is under no obligation to assign any duties to the Executive. The Company may exclude the Executive from any of its
premises and require him not to contact any customers, suppliers or employees and/or to resign from any office held in the Company
or.



 


		14.6	During any period of notice of termination not exceeding six months, whether given by the Company
or the Executive, the Company may assign to the Executive such other duties agreed to in this Agreement as the Company determines
in its absolute discretion.



 


		14.7	On the termination of the Employment, however arising, or on either party serving notice of termination
the Executive will:



 


		14.7.1	at the request of the Company, resign from office and all offices held by him in the Company.
 Such resignation will be without prejudice to any claims which the Executive may have against the Company arising out of the
termination of the Employment; and



 


		14.7.2	immediately deliver to the Company any document, computers, materials, motor car and all car keys,
credit cards and other property of or relating to the business of the Company which may be in his possession or under his control.



  


		14.8	If the Executive fails to comply with his obligations under clause 14.7 the Company is irrevocably authorised to appoint some person in his name and on his behalf to sign any
documents and do any things necessary to give effect to those provisions.






 






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		14.9	If the Executive is offered but unreasonably refuses to agree to the transfer of this agreement
by way of novation to a company which has acquired or agreed to acquire the whole or substantially the whole of the undertaking
and assets or the equity share capital of the Company, the Executive will have no claim against the Company in respect of the termination
of the Employment by reason of:



 


		14.9.1	the subsequent voluntary winding-up of the Company; or



 


		14.9.2	the disclaimer of this agreement by the Company within one month after such acquisition.



 


		14.10	If the Executive is not offered the transfer of this agreement by way of novation to a company
which has acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets or the equity share
capital of the Company, the Executive shall receive Salary and fully-paid benefits in effect at that time for a period of 6 months
and all outstanding options shall immediately vest and the expiration of such options shall be 12 months.



 


		14.11	If within 24 months from the date the Employment commences (i) the Executive’s employment
terminates for a reason set out herein in clause 14.2; or (ii) the Executive serves notice that he wishes to resign, the Executive
agrees that any of his then unvested outstanding options, which were granted to him under and pursuant to the Employment Stock
Option Plan of the Company (the “ESOP”) shall expire immediately and all interests and rights of the Executive in and
to the same shall terminate. For avoidance of any doubt, it is hereby agreed that, in the event of a conflict between the terms
and conditions of the Option Agreement and the provisions of this clause, the latter shall govern and prevail.



 


		14.12	Any delay by the Company in exercising its rights of termination under clause 14 will not constitute a waiver of them.






 


		15.	Post termination covenants



 


		15.1	The Executive undertakes with the Company that he will not during the Restricted Period without
the prior written consent of the Company, such consent not to be unreasonably withheld, whether by himself, through his employees
or agents or otherwise and whether on his own behalf or on behalf of any other person, directly or indirectly:



  


		15.1.1	in competition with the Company, within the Restricted Area, be employed, engaged or otherwise
interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing
with Restricted Goods or Restricted Services. This prohibition does not apply to the holding, directly or through nominees, of
investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent of the issued shares or other
securities of any class of any one company;



 






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		15.1.2	in competition with the Company, solicit business from or canvass any Customer or Prospective
Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services;



 


		15.1.3	in competition with the Company, accept orders for Restricted Goods or Restricted Services from
any Customer or Prospective Customer;



 


		15.1.4	discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business
with the Company on the best terms available to the Company;



 


		15.1.5	solicit or induce or endeavour to solicit or induce any person who on the date of termination of
the Employment was a director or manager of the Company with whom the Executive had dealings during the Employment to cease working
for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or



 


		15.1.6	employ or otherwise engage in the business of researching into developing, manufacturing, distributing,
selling, supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding
the date of termination of the Employment employed or otherwise engaged by the Company and who by reason of such employment or
engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers.
References to the Executive in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant
employee for the purposes of the interpretation of clause15.1.6.



 


		15.2	The Executive must not induce procure or assist any other person, firm, corporation or organisation
to do anything which if done by the Executive would be a breach of any of the provisions of clause 15.1.



 


		15.3	In clause 15.1 references to acting directly or indirectly include, without prejudice to the generality of that expression,
references to acting alone jointly with on behalf of by means of or by the agency of any other persons.






 



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		15.4	The obligations undertaken by the Executive pursuant to clause 15  constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability
of any such covenant will not affect the validity or enforceability of the covenants in favour of the Company.






 


		15.5	The Executive undertakes with the Company that he will not at any time after the termination of
the Employment in the course of carrying on any trade or business, claim represent or otherwise indicate any present association
with the Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate
any past association with the Company to its detriment.



 


		15.6	While the restrictions in clause 15, on which the Executive has had the opportunity to take independent
advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken
together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests
of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions
will apply with such deletions as may be necessary to make it or them valid and effective.



 


		16.	Grievance procedure



 


If the Executive wishes to
obtain redress of any grievance relating to the Employment or is dissatisfied with any reprimand, suspension or other disciplinary
step taken by the Company, he must apply in writing in the first instance to the Chairman of the Board, setting out the nature
and details of any such grievance or dissatisfaction. The grievance procedure does not form part of your contract of employment.


 


		17.	Disciplinary procedures



 


The Executive’s
employment is subject to the same standards of conduct as other employees but the Company’s disciplinary procedure will be
varied to the extent that it will reflect the seniority of the Executive’s position. The disciplinary procedure is available
from the Company Secretary and does not form part of the contract of employment.


 


		18.	Notices



 


		18.1	Any notice or other document to be given under this agreement must be in writing and either delivered
personally to the Executive or to the secretary of the Company, or sent by first class post or other fast postal service or by
facsimile transmission to the Company at its registered office for the time being or to the Executive at his last known place of
residence.



 


		18.2	Any such notice will unless the contrary is proved, be deemed served when in the ordinary course
of the means of transmission it would first be received by the addressee in normal business hours. In proving such service it will
be sufficient to prove that the notice was addressed properly and posted or that the facsimile transmission was despatched.



 



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		19.	Former service agreements



 


		19.1	This agreement supersedes and is in substitution for any previous agreements or arrangements between
i) the Company and Executive; and ii) between the Company and AGH Associates, whether written oral or implied, relating to the
employment of the Executive, which are deemed to have been terminated by mutual consent. Executive hereby confirms that the Agreement
between the Company and Executive; and between the Company and AGA Associates are hereby terminated.



 


		19.2	The Executive agrees and hereby acknowledges and consents that Morria does not owe fees, costs,
remunerations and/or reimbursements whatsoever pursuant to any of the previous agreements or arrangements and any further amendments
as described in Section 19.1.



 


		20.	Choice of law, submission to jurisdiction and address for service



 


		20.1	This agreement will be governed by and interpreted in accordance with English law.



 


		20.2	The parties submit to the jurisdiction of the English courts but this agreement may be enforced
by the Company in any court of competent jurisdiction.



 


		21.	General



 


		21.1	This agreement constitutes the written statement of the terms of the Employment provided in compliance
with part 1 of ERA 1996.



 


		21.2	There are no collective agreements in place in respect of the Employment.



 


		21.3	Except where expressly stated nothing in this agreement will create any enforceable rights for
any third party.



 


		21.4	The Executive has taken his own independent legal advice on this agreement



 



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Schedule 1


Definitions and interpretations


 


(Clause 1)


 


		1.	The provisions of Schedule 1 apply to the interpretation of this agreement including the schedules.






 


		2.	The following words and expressions have the following meanings:



 


	Benefit	as defined in clause 10.5.
	 	 
	Board	the board of directors for the time being of the Company and including any committee of the board of directors duly appointed by it.
	 	 
	Company Goods	any products, materials, methods, processes, data, compositions, materials, information, conceptions, inventions, intellectual property, know-how, results, equipment or machinery developed,  manufactured, distributed or sold by the Company with which the duties of the Executive were concerned or for which he was responsible under this Agreement
	 	 
	Company Invention	as defined in clause 13.2.
	 	 
	Company Services	any services including, but not limited to, technical and product support, technical advice and customer services supplied by the Company with which the duties of the Executive were concerned or for which he was responsible during the two years immediately preceding the date of termination of the Employment.


 


 



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	Confidential Information	any information, data, results, relating to the business, prospective business, technical processes, computer software, intellectual property rights or finances of the Company including, but not limited to, data, information comprising or containing details of suppliers and their terms of business, details of customers and their requirements, prices charged to and terms of business applicable to customers, marketing plans and sales forecasts, financial information results and forecasts, unless included in published audited accounts, any proposals relating to the acquisition or disposal of a company or business or any part of it or to any proposed expansion or contraction of activities, details of employees and officers and of the remuneration and other benefits paid to them, research activities, inventions, secret processes, designs, formulae and product lines, which comes into the Executive’s possession by virtue of the Employment, and which the Company regards, or could reasonably be expected to regard, as confidential whether or not such information is reduced to a tangible form or marked in writing as “confidential”, and any and all information which has been or may be derived or obtained from any such information.
	 	 
	Copyright Work	as defined in clause 13.3.
	 	 
	Customer	any person to which the Company maintained a business relationship with, or distributed, sold or supplied Company Goods or Company Services during the two years immediately preceding the date of termination of the Employment and with which, during such period:
	 	 
	 	1.            the Executive had personal dealings in the course of the

Employment; or
	 	 
	 	2.            any employee of the Company who was under the direct or indirect supervision of the Executive had personal dealings in the course of that employee’s employment,
	 	 
	Employment	the Executive’s employment under this agreement.


  



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	Employment Related Personal Data	information which is personal to the Executive, including but not limited to demographic information (name and address etc.) information enabling the Company to make payments (salary, bank account number, deductions, allowances etc.) information enabling access to benefits (details of family members required for insurance and pension purposes), information specifically regarding the Employment, (supervisor information, details of job title, the Company’s personal development plans, performance rating and training plans etc.), and information enabling the Company to fulfil legal requirements (tax and National Insurance information etc.).
	 	 
	Employment Related Sensitive Personal Data	information relating to the Executive regarding racial and ethnic origin, political opinions, religious or other beliefs, trade union membership, health, sexual orientation and criminal convictions.
	 	 
	ERA 1996	the Employment Rights Act 1996.
	 	 
	Prospective Customer	any person with which the Company had negotiations or discussions regarding the possible business relationship, or distribution, sale or supply of Company Goods or Company Services during the 12 months immediately preceding the date of termination of the Employment and with which during such period:


  



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	 	1.         the Executive had personal dealings in the course of the

Employment; or
	 	 
	 	2.        any employee of the Company who was under the direct or indirect supervision of the Executive had personal dealings in the course of that employee’s employment.
	 	 
	Prospective Supplier	any person with which the Company had negotiations or discussions regarding the possible business relationship with distribution, sale or supply of goods or services to the Company during the 12 months immediately preceding the Termination Date and with which during such period:
	 	 
	 	1.          the Executive had personal dealings in the course of the

 Employment; or
	 	 
	 	2.         any employee of the Company who was under the direct or indirect supervision of the Executive had personal dealings in the course of that employee’s employment.
	 	 
	Recognised Investment Exchange	an investment exchange in relation to which there is in force a recognition order made by the Financial Services Authority under the Financial Services and Markets Act 2001. The OTC, AMEX and NASDQ are considered a Recognized Investment Exchange.
	 	 
	Regulations	the Working Time Regulations 1998.
	 	 
	Restricted Area	England, Scotland, Wales, Israel and the United States of America.
	 	 
	Restricted Goods	Company Goods or goods of a similar kind.
	 	 
	Restricted Period	
        the period of:


 

        1.           6
        months immediately following the date of termination of 

 the Employment; or

	 	 
	 	2.           6 months immediately following the last date on which the Executive carried out duties assigned to him by the Company (if no duties have been assigned to the Executive during a period immediately preceding the date of termination of the Employment in accordance with clause 14.5).
	 	 
	Restricted Services	Company Services or services of a similar kind relating to anti-inflammatory agents or compounds or methods.
	 	 
	Salary	the Executive’s salary referred to in clause 6.1.


  



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	Supplier	any person which has supplied materials, goods or services to the Company during the two years immediately preceding the date of termination of the Employment and with which, during such period:
	 	 
	 	1.         the Executive had personal dealings in the course of the Employment; or
	 	 
	 	2.         any employee of the Company who was under the direct or indirect supervision of the Executive had personal dealings in the course of that employee’s employment.


 


		3.	References to persons include bodies, corporate, unincorporated associations and partnerships.



 


		4.	References to writing include e-mail, word processing, typewriting, printing, lithography, photography,
facsimile messages and other modes of reproducing words in a legible and non transitory form.



 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the 26th day of July 2012.


  





	MORRIA Biopharmaceuticals, Plc	 	Alan Harris 







 





	By	/s/ YUVAL COHEN	 	 	By:	/s/
    ALAN HARRIS  	 
	 	Name:	Yuval Cohen	 	 	 	 	 
	 	 	President	 	 	 	 	 







 


	By:	/s/ MARK COHEN 	 	 	 	 
	Name:	Mark Cohen	 	 	 	 
	 	Executive Chairman	 	 	 	 


 



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