EXECUTIVE SERVICE AGREEMENT


 


MORRIA BIOPHARMACEUTICALS PLC


 


and


 


Dov Elefant










 



    	 



    	 



    

 


PARTIES:


 


		(1)	MORRIA BIOPHARMACEUTICALS PLC
                                                             (company number 5252842) whose registered office is at 53 Davies
                                                             street, Mayfair, London W1K5JH ("Company" or "Morria");
                                                             and (2) Dov Elefant having an address of1107 Cambridge Road, Teaneck,
                                                             New Jersey 07666(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 January 11, 2012 (“Effective Date”)
                                                                   as Chief Financial 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 three 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 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
                                                                   Financial 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 Financial
                                                                   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 preparing the
                                                                   company for listing in the US ("Listing"):



 


		4.3.1	Coordinate the financial regulatory
                                                                 filings in the United States and United Kingdom, and submissions
                                                                 of required official Forms to the US Securities Exchange Commission
                                                                 ("SEC"), prospectus preparations and all related
                                                                 required actions together with the external professionals to
                                                                 prepare the company to its Listing and registering the Company
                                                                 shares in the US;



		4.3.2	Preparing quarterly and annual
                                                                 financial statements including the implementation, in accordance
                                                                 with the GAAP regulations and in cooperation with the Company’s
                                                                 external accountants, for the purpose of preparing the prospectus
                                                                 and Company Audits;



		4.3.3	Prepare tax filing and documents
                                                                 and coordinate with external accountants;



		4.3.4	Preparing board of directors
                                                                 reports and other reports;



		4.3.5	Acting as the company CFO;



		4.3.6	Leading financing rounds;



		4.3.7	Managing on-going bookkeeping &
                                                                 salaries;



		4.3.8	Managing the Company's activity
                                                                 with banks and cash flow;



		4.3.9	Participating in meetings of the
                                                                 board of directors of the Company, on a requested basis;



		4.3.10	Preparing budget control and forecast;



		4.3.11	Attending shareholder and investor
                                                                  meetings;



		4.3.12	Delivering to Company not less
                                                                  than monthly electronic copies of all documentation, work sheets,
                                                                  records and other materials received or prepared and transmitted
                                                                  to Executive in respect of the services.



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		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 UK and US accountants, and other UK and US entities as
                                                                   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.



 


		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	The Company may require the
                                                                   Executive to work from another location as it may reasonably
                                                                   request of the Executive.



 


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



 


		6.	Remuneration and benefits



 


		6.1	The Company will pay to the
                                                                   Executive a gross Salary of twelve thousand five hundred
                                                                   ($12,500 USD) ("Salary) per month of his employment
                                                                   and thereafter clause 6.3 shall apply. The Executive’s
                                                                   Salary will accrue from day to day and be payable by equal
                                                                   monthly instalments in arrears on the last day of each calendar
                                                                   month by credit transfer to a bank or building society account
                                                                   nominated by the Executive. The Salary 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. The Salary for
                                                                   employment of part of a month shall be proportionate to the
                                                                   days the Executive was employed by the Company in such a month.
                                                                   Executive shall be responsible for paying all federal, state,
                                                                   local taxes or any such other taxes required by law; social
                                                                   security, and Medicare. Company shall provide a W-2 form to
                                                                   Executive.






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		6.2	The Executive will be eligible
                                                                   to receive a discretionary annual performance based bonus based
                                                                   on performance standards determined by the Board of Directors.
                                                                   Individual performance objectives may include, but are not
                                                                   limited to: the achievement of the Company’s financing
                                                                   goals, the initial Listing of the Company’s stock on
                                                                   a US Exchange and timely and accurate filing of all regulatory
                                                                   filings.



 


		6.3	The Board will review the Executive’s
                                                                   Salary annually. The Company is not obliged to increase the
                                                                   Salary following any review.



 


		6.4	The Executive will be entitled
                                                                   to participate in any benefit plans or arrangement established
                                                                   by the Company subject to the Executive meeting the eligibility
                                                                   requirements of such plans and the provision of any benefits
                                                                   will be subject to the rules of the schemes.



 


		6.5	The Executive will receive
                                                                   40,000 common shares under the Company's Employment Stock Option
                                                                   Plan. Executive options shall fully vest after 12 months from
                                                                   the date the Employment commences. 



 


		6.6	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.	Expenses



 


		8.1	The Company will reimburse
                                                                   the Executive on a monthly basis for all expenses reasonably
                                                                   incurred by him in the proper performance of his duties, subject
                                                                   to the Executive providing such receipts or other evidence
                                                                   as the Company may require.



 


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



 


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



 


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



 


		8.2.3	returns the card immediately
                                                                   to the Company on request.



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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.



 


		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.



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		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.



 


		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



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		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.


 


		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.



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		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



 


		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 clause 13.4 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 threemonths’
                                                                    notice in writing given at any time.



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		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 by the Company of his poor performance
                                                                    or incapability and has failed within the specified period
                                                                    to meet the required standard; or



 


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



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		14.5	During any period of notice
                                                                    of termination not exceeding three 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 Group Company.



 


		14.6	If the Employment is terminated
                                                                    by either party, whether wrongfully or not, the Salary payable
                                                                    during any notice period, or payment made in lieu of notice,
                                                                    will not include any Salary increases that the Executive may
                                                                    have been awarded under clause 6.1 or otherwise.






 


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



 


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



 


		14.8.1	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



 


		14.8.2	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.



 


		14.9	If the Executive fails to
                                                                    comply with his obligations under clause 14.8 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.






 


		14.10	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:



 


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



 


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



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		14.11	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.



 


		14.12	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. Executive options shall fully vest after
                                                                     12 months from the date the Employment commences. 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.



 


		14.13	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;



 


		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;



/DE/                      


 



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		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 clause
                                                                    15.1.6.



 


		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.



 


		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.



/DE/                     


 



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		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.



 /DE/                     


 



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		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.



 


		19.	Former service agreements



 


		19.1	This agreement is in substitution
                                                                    for any previous agreements or arrangements, whether written
                                                                    oral or implied, relating to the employment of the Executive,
                                                                    which are deemed to have been terminated by mutual consent.



 


		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



/DE/                     





 



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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, data, compositions, materials, information, 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.
	 	 	 
	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.
	 	 	 
	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.


 



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	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.
	 	 	 
	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.).


 



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	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:
	 	 	 
	 	 	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


 



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	 	 	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 24th day of February 2012.


 


	MORRIA Biopharmaceuticals, Plc	 	Dov Elefant 
	 	 	 
	By:	/s/ Yuval Cohen	 	By:	/s/ Dov Elefant
	 	 	 
	Name: Yuval Cohen	 	 
	 	 	 
	President	 	 
	 	 	 
	By:	/s/ Mark Cohen	 	 
	 	 	 
	Name:  Mark Cohen	 	 
	 	 	 
	Executive Chairman	 	 




 



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