Exhibit 10.11


 


Consulting
and Services Agreement


 


This
agreement (the “Agreement”) is entered into as of this  16 day of February 2016 (the "Effective
Date") between Therapix Biosciences Ltd. with principal offices at 5 Azrieli Center, 27th floor, Tel-Aviv 67025,
Israel and its subsidiaries (the "Company") and Dr. Ascher Shmulewitz, of __________ (“Dr.
Shmulewitz”).


 


		Whereas	the
                                         Company is a public company whose securities are traded on the Tel-Aviv Stock Exchange;
                                         and



 


		Whereas	the
                                         Company wishes to retain services from Dr. Shmulewitz and Dr. Shmulewitz wishes to render
                                         such services to the Company, as further set forth herein; and



 


		Whereas	Dr.
                                         Shmulewitz represents that it has the required knowledge, ability, talent and experience
                                         to provide services to the Company, all as detailed and pursuant to the terms set forth
                                         herein.



 


Now,
therefore, the parties have agreed as follows:


 


	1.	Services




 


		1.1	Commencing
                                         as of  3/24/2014 (the “Effective Date”), Dr. Shmulewitz shall be engaged
                                         with the Company as a Chairman of the Board of Directors (the “Position”
                                         and "the Board", respectively) and shall perform such duties and activities
                                         as are customarily performed by a Chairman of the Board of Directors of a company (the
                                         "Services"). 



 


		1.2	Dr.
                                         Shmulewitz shall report directly to the Company's Board.



 


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



 


		1.4	Dr.
                                         Shmulewitz shall immediately notify the Company's Board regarding any matter it has and/or
                                         may have a personal interest in which may affect the rendering of the Services.



 


		1.5	Dr.
                                         Shmulewitz shall perform the Services diligently and promptly for the sole benefit of
                                         the Company. Dr. Shmulewitz shall competently perform all assigned duties, carry out
                                         the policies, directives and decisions of the Board, as required, not withhold information
                                         from the Company and refrain from any conduct which is illegal, dishonest, fraudulent
                                         or detrimental to the Company's business.



 


		1.6	Dr.
                                         Shmulewitz shall devote his attention, know-how, energy, talent, experience and best
                                         efforts to the performance of the Services under this Agreement and the business and
                                         affairs of the Company. Dr. Shmulewitz shall be engaged in the Position on a part-time
                                         basis, such that Dr. Shmulewitz shall devote 60% (sixty percent) of his working time
                                         to the business and affairs of the Company and the performance of his duties and obligations
                                         hereunder.



 


	2.	Representations and Warranties




 


		2.1	Dr.
                                         Shmulewitz hereby represents, warrants and covenants to the Company, and acknowledges
                                         that the Company is entering into this Agreement in reliance thereon, as follows:



 


		2.2	Dr.
                                         Shmulewitz has the necessary skills, knowledge and experience to fulfill Dr. Shmulewitz's
                                         obligations hereunder, shall do so diligently, professionally and conscientiously and
                                         shall use his best efforts in the performance thereof.



 






    	 		 



     


    

 


		2.3	The
                                         execution and delivery of this Agreement and the fulfillment of the terms hereof will
                                         constitute the valid, binding and enforceable obligations of Dr. Shmulewitz and will
                                         not violate, conflict with or constitute a default under or breach of any agreement and/or
                                         undertaking and/or instrument, judgment, order, writ or decree to which Dr. Shmulewitz
                                         is a party or by which he is bound, or any provision of law, rule or regulation applicable
                                         to Dr. Shmulewitz, including without limitation, any confidentiality or non competition
                                         agreement, and do not require the consent of any person or entity. In the performance
                                         of Dr. Shmulewitz's obligations hereunder, Dr. Shmulewitz will not make use of (i) any
                                         confidential or proprietary information belonging to any third party, or (ii) any information
                                         which Dr. Shmulewitz is restricted from disclosing or using due to contractual undertakings
                                         or by law. Dr. Shmulewitz hereby represents and warrants that he has obtained all approvals
                                         necessary by third parties with respect to his the execution, delivery and performance
                                         of this Agreement.



 


		2.4	In
                                         the performance of Dr. Shmulewitz's duties hereunder, Dr. Shmulewitz shall comply with
                                         all applicable laws and regulations, including, inter alia, the Company Internal Compliance
                                         Plan (as defined below).



 


		2.5	Dr.
                                         Shmulewitz's will refrain from engaging in any business or other activity which may be
                                         of conflict of interest with Dr. Shmulewitz's duties and obligations hereunder, and shall
                                         promptly notify the Company of any such matter or activity.



 


	3.	Term




 


		3.1	This
                                         Agreement shall commence on the date hereof and shall remain in full force and effect
                                         (the “Term”) unless terminated, for any reason, with a ninety (90)
                                         days prior written notice (the "Notice Period") by one party to the
                                         other.



 


		3.2	During
                                         the Notice Period Dr. Shmulewitz shall continue providing the Services and be entitled
                                         to the Monthly Fee (as defined below). Nevertheless, the Company may, under its sole
                                         discretion, waive retaining the Services during the Notice Period, in whole or in part,
                                         subject to paying Dr. Shmulewitz the Monthly Fee, had it continued providing the Services
                                         until the end of the Notice Period.



 


		3.3	Notwithstanding
                                         anything to the contrary herein, the Company may terminate this Agreement at any time,
                                         and without derogating from any other remedy to which the Company may be entitled, for
                                         Cause (as hereinafter defined), by providing Dr. Shmulewitz written notice thereof. In
                                         such event, this Agreement shall be deemed effectively terminated as of the date of delivery
                                         of such notice.
	 	 	 
	 	 	The
term “Cause” shall mean, but shall not be limited to: (i) a breach by Dr. Shmulewitz of any of the material
terms or conditions of this Agreement, including but not limited to Sections 6 and 7 below; or (ii) Dr. Shmulewitz's willful misconduct,
or action of personal dishonesty, bad faith or breach of trust towards the Company or any of its subsidiaries and/or affiliates;
or (iii) the commission by Dr. Shmulewitz of a criminal offense, or fraud against the Company and/or any of its subsidiaries and/or
affiliates; or (iv) a violation by Dr. Shmulewitz of its fiduciary duties towards the Company.






 


		3.4	Upon
                                         any the termination of this Agreement and subject to paying the applicable Monthly Fee
                                         and final account to Dr. Shmulewitz, Dr. Shmulewitz shall immediately provide the Company
                                         all written, electronic and other records of Company in its possession, in a form reasonably
                                         requested by Company. During the Notice Period, Dr. Shmulewitz shall provide all necessary
                                         consultations, hand-off and instructions services to any replacement of Dr. Shmulewitz
                                         hired by Company.



 


	4.	Consideration




 


		4.1	As
                                         full and complete consideration for the Services, the Company shall pay to Dr. Shmulewitz
                                         monthly fees for the Services in an amount of NIS 50,000 plus VAT for each month
                                         (the “Monthly Fee”).



 


		4.2	The
                                         Monthly Fee will be paid at within 10 days of the end of each calendar month as a wire
                                         transfer, against a proper tax invoice of Dr. Shmulewitz.



 






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		4.3	Company
                                         shall reimburse Dr. Shmulewitz for all out-off pocket expenses reasonably required in
                                         the performance of the Services by Dr. Shmulewitz under this Agreement and approved in
                                         advance by the Company. Reimbursement shall be made against delivery by Dr. Shmulewitz
                                         to the Company of tax receipts or other appropriate supporting documentation satisfactory
                                         to the Company.



 


		4.4	Option.
                                         



 


		4.5.1.	Subject
                                         to (i) the sole discretion and approval of the Company's Board of Directors (the "Board"),
                                         the shareholders of the Company and any applicable Company organs, law or regulation,
                                         to the extent applicable (ii) the Company's Compensation Policy then in effect, and (iii)
                                         the execution by Dr. Shmulewitz of a standard option agreement in a form approved by
                                         the Board under the Employee Share Option Plan (the "Plan"), Dr. Shmulewitz
                                         shall be granted with an option to purchase up to 250,000 Ordinary Shares of the Company,
                                         par value NIS 0.01, each under the Plan (the “Option”). The Option
                                         be subject to the provisions of the Plan and shall vest over a 3 year period, on a quarterly
                                         basis.



 


Subject
to the obtainment of all regulatory and corporate approvals, the exercise price of the Option shall be in accordance with the
provisions of Company's Compensation applicable to such determination of exercise price.


 


		4.5.2.	The
                                         grant of the Option shall be subject to the obtainment by the Company of all (i) applicable
                                         corporate approvals, including, without limitation, approvals by the Board and the shareholders
                                         of the Company; and (ii) completion of appropriate filings with and obtainment of the
                                         required approvals of the Israeli Securities Authority and/or the Tel Aviv Stock Exchange
                                         (and the OTCQB, if required).



 


		4.5.3.	In
                                         case a regulatory approval (if indeed shall be required) is not obtained, for reasons
                                         beyond the Company’s control, this shall not be considered to be a breach by the
                                         Company of this agreement, Dr. Shmulewitz shall not hold any demand, allegations or claims
                                         against the Company in connection with the Company's failure to obtain such regulatory
                                         approval.



 


		4.5.4.	Nothing
                                         herein shall be construed as an obligation to grant any options to Dr. Shmulewitz.



 


		4.5	Annual
                                         Bonus. At the end of each calendar year, the Company, at its sole discretion, may
                                         consider granting Dr. Shmulewitz a bonus, of up to six Monthly Fees, subject to the recognition
                                         of the Board of the successful achievement of Company measureable objectives as shall
                                         be set forth in the Company's annual work plan determined by the Board.



 


		4.6	Dr.
                                         Shmulewitz shall be solely responsible and shall make all compulsory payments in connection
                                         with the Services provided hereunder. Said payments shall include, without limitation,
                                         income tax, National Insurance, severance, and any and all other payments to any governmental
                                         or other relevant authority in connection with the Services.



 


		4.7	Dr.
                                         Shmulewitz shall be solely responsible for any tax and other payments required by law
                                         in connection with this Agreement and the payment or remittance of any portion of the
                                         Consulting Fee hereunder, provided, however, that the Company may withhold any amounts
                                         as required by applicable law from any payments or other forms of compensation hereunder
                                         or in connection with this Agreement.



 


		4.8	Dr.
                                         Shmulewitz shall not be entitled to receive any other compensation or payment from the
                                         Company other than as expressly stated in this section 4.



 






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	5.	Insurance; Indemnification and Exemption




 





		5.1	The
                                         Company shall insure Dr. Shmulewitz under the Company's officers’ insurance policy,
                                         in accordance with its terms.



 


		5.2	Subject
                                         to the obtainment of all corporate and regulatory approvals, to the extent required,
                                         Dr. Shmulewitz shall be entitled to exemption and indemnification in connection with
                                         the performance of the Services hereunder, in accordance with the Exemption and Indemnification
                                         Letters in the forms previously approved by the Board.



 


	6.	Proprietary Rights 




 


		6.1	Dr.
                                         Shmulewitz agrees and declares that any and all products, improvements, derivations,
                                         materials, processes, techniques, know-how and/or proceeds and any and all inventions,
                                         ideas, discoveries, concepts, works of authorship, designs, data results or initiatives
                                         conceived, conducted, developed, reduced to practice, compiled, created, written, authored,
                                         made and/or produced by Dr. Shmulewitz, alone or jointly with others, pursuant to, in
                                         connection with, resulting or arising from this Agreement and/or the provision of the
                                         Services to the Company, or trade secrets of the Company, whether within the scope of
                                         the provision of the Services hereunder to the Company or otherwise and whether during
                                         the Term of this Agreement, prior thereto or thereafter, directly or indirectly related
                                         to the technology of the Company as currently conducted and/or proposed to be conducted
                                         solely in the field of immunomodulators including cannabinoids to treat chronic pain
                                         and inflammation (the "Inventions") and any and all right, title and
                                         interest in and to the Inventions, including without limitation, all patents, copyrights,
                                         trademarks, trade names, moral rights and other intellectual, industrial and/or proprietary
                                         rights and applications, extensions and renewals thereof (together with the Inventions,
                                         the "Proprietary Rights"), shall be the sole and exclusive property
                                         of the Company, its successors and assigns (for the purpose of this Section 6, collectively,
                                         the "Company"), and that Dr. Shmulewitz will not have any rights or
                                         title whatsoever thereto, including, although not an employee, any right to receive compensation
                                         pursuant to Section 134 of the Israeli Patent Law - 1967. All works authored by Dr. Shmulewitz
                                         pursuant to this Agreement, including, without limitation, the Inventions, shall be deemed
                                         "works made for hire".



 


		6.2	If
                                         and to the extent the Company’s sole and exclusive ownership of the Proprietary
                                         Rights, in whole or in part, is not recognizable for any reason whatsoever, Dr. Shmulewitz
                                         hereby irrevocably transfers and assigns to the Company, solely and exclusively, all
                                         its/his rights, title and interest now and hereafter acquired in and to all Proprietary
                                         Rights (without any payments, liabilities or restrictions to any person or third party)
                                         in any and all media now known or hereafter devised, and all claims and causes of action
                                         of any kind with respect to any of the foregoing, throughout the world in perpetuity,
                                         and, when not otherwise assignable herein, agrees and undertakes to assign in the future
                                         to the Company all right, title and interest in and to any and all such Proprietary Rights
                                         (and all proprietary rights with respect thereto) and further undertakes to execute all
                                         necessary documentation and take all further action as may be required in order to perform
                                         such assignment, at the Company’s expense.



 


		6.3	In
                                         the event that pursuant to any applicable law Dr. Shmulewitz retains any rights in and
                                         to the Proprietary Rights that cannot be assigned to the Company, Dr. Shmulewitz hereby
                                         unconditionally and irrevocably waives the enforcement of all such rights, and all claims
                                         and causes of action of any kind with respect to any of the foregoing and agrees, at
                                         the request and expense of the Company, to consent to and join in any action to enforce
                                         such rights and to procure a waiver of such rights from the holders of such rights, if
                                         any.



 






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		6.4	In
                                         the event that Dr. Shmulewitz retains any rights in and to Proprietary Rights that cannot
                                         be assigned to the Company and cannot be waived, Dr. Shmulewitz hereby grants the Company
                                         an exclusive, perpetual, worldwide, royalty-free license to exploit, use, develop, perform,
                                         modify, change, reproduce, publish and distribute, with the right to sublicense and assign
                                         such rights, and all claims and causes of action of any kind with respect to any of the
                                         foregoing, in and to the Proprietary Rights, in any way the Company sees fit and for
                                         any purpose whatsoever. Without derogating from the above, Dr. Shmulewitz hereby forever
                                         waives and agrees never to assert any and all rights of paternity or integrity, any right
                                         to claim authorship of any Invention, to object to any distortion, mutilation or other
                                         modification of, or other derogatory action in relation to any Invention, whether or
                                         not such would be prejudicial to his honor or reputation, and any similar right, existing
                                         under judicial or statutory law of any country in the world, or under any treaty, even
                                         after termination of its/his work on behalf of the Company.



 


		6.5	Without
                                         derogating from the above, any and all material (including, without limitation, software,
                                         designs, documentation, memoranda, notes, reports, manuals, patterns, programs, specifications,
                                         prototypes, formulas, drawings, records, data or other technical or proprietary information),
                                         and any copies or abstracts thereof, whether or not of a secret or confidential nature,
                                         furnished to Dr. Shmulewitz by the Company or conceived, conducted, developed, reduced
                                         to practice, compiled, created, written, authored, made and/or produced by Dr. Shmulewitz,
                                         alone or jointly with others, pursuant to, in connection with, resulting or arising from
                                         this Agreement and/or the provision of Services to the Company, or trade secrets of the
                                         Company, whether within the scope of the consultancy with the Company or otherwise and
                                         whether during the Term of this Agreement, prior thereto or thereafter, directly or indirectly
                                         related to the business of the Company as currently conducted and/or proposed to be conducted,
                                         is and shall remain the sole and exclusive property of the Company. Such property while
                                         in Dr. Shmulewitz's custody or control, as applicable, shall be maintained in good condition
                                         at Dr. Shmulewitz's expense, as applicable.



 


		6.6	Dr.
                                         Shmulewitz will promptly disclose to the Company fully and in writing (but otherwise
                                         keep in confidence) all Inventions. Dr. Shmulewitz hereby agrees and undertakes to provide
                                         the Company or any person designated by the Company all such information, to execute
                                         all necessary documentation and to take all further action as may be required to perfect
                                         the rights referred to herein, including, without limitation, any assignment of rights
                                         to the Company or the obtaining or enforcing any intellectual property rights, if applicable,
                                         in any and all countries, provided, that the Company will compensate Dr. Shmulewitz at
                                         a reasonable rate for time or expenses actually spent by him at the Company’s request
                                         on such assistance. Without derogating from any of Dr. Shmulewitz's obligations hereunder,
                                         Dr. Shmulewitz hereby appoints any officer of the Company as its duly authorized agent
                                         to execute, file, prosecute and protect the same before any government agency, court
                                         or authority.



 


		6.7	Dr.
                                         Shmulewitz's undertakings in this Section 6 shall remain in full force and effect after
                                         termination or expiration of this Agreement for any reason whatsoever or any renewal
                                         thereof.



 


	7.	Confidentiality 




 


		7.1	Dr.
                                         Shmulewitz represents and warrants that it will keep the terms and conditions of this
                                         Agreement strictly confidential and will not disclose it or provide a copy of this Agreement
                                         or any part thereof to any third person unless and to the extent required by applicable
                                         law.



 






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		7.2	Any
                                         and all information and data of a proprietary or confidential nature concerning the business
                                         or financial activities of the Company or its technology or products (whether current
                                         or future), whether in oral, written, graphic, machine-readable form, or in any other
                                         form, including, without limitation, proprietary, business, financial, technical, development,
                                         product, marketing, sales, price, operating, performance, cost, know-how and process
                                         information, trade secrets, patents, patent applications, copyrights, ideas and inventions
                                         (whether patentable or not), and all record bearing media containing or disclosing such
                                         information and techniques, disclosed to or otherwise acquired by Dr. Shmulewitz ant
                                         in connection with this Agreement and any and all Proprietary Rights (collectively, "Confidential
                                         Information") is and shall remain the sole and exclusive property of the Company.



 


		7.3	At
                                         all times, both during the term of this Agreement and thereafter, Dr. Shmulewitz: (i)
                                         will keep the Confidential Information strictly confidential and will not disclose it,
                                         or any part thereof, provide any documentation with respect thereto, or any part thereof,
                                         directly or indirectly, to any third party, without the prior written consent of the
                                         Company or unless and to the extent required by applicable law; and (ii) will not use
                                         any Confidential Information or anything relating to it without the prior written consent
                                         of the Company, except and to the extent as may be necessary in the ordinary course of
                                         performing his duties and obligations hereunder and in the best interests of the Company.
                                         Notwithstanding the foregoing, Dr. Shmulewitz shall not be obligated to maintain the
                                         confidentiality of the Confidential Information which: (i) is or becomes a matter of
                                         public knowledge through no fault of Dr. Shmulewitz, or breach of this Agreement; (ii)
                                         is authorized, in writing, by the Company for release; (iii) was lawfully in Dr. Shmulewitz's
                                         possession before receipt from the Company, as evidenced by Dr. Shmulewitz, as the case
                                         may be, through written documentation; (iv) is lawfully received by Dr. Shmulewitz from
                                         a third party without a duty of confidentiality; or (v) reflects information and data
                                         generally known within the industries or trades in which the Company transacts business.



 


		7.4	At
                                         all times, both during the term of this Agreement and thereafter Dr. Shmulewitz will
                                         keep in trust all Confidential Information. In the event of the termination of this Agreement
                                         for any reason, or upon the Company’s earlier request, Dr. Shmulewitz will promptly
                                         deliver to the Company all materials referred to herein and Dr. Shmulewitz shall not
                                         retain or take any materials, or any reproduction thereof containing or pertaining to
                                         Confidential Information.



 


		7.5	Dr.
                                         Shmulewitz recognizes that the Company received and will receive confidential or proprietary
                                         information from third parties, subject to a duty on the Company’s part to maintain
                                         the confidentiality of such information and to use it only for certain limited purposes.
                                         At all times, both during the Term of this Agreement and after its termination, Dr. Shmulewitz
                                         undertakes to keep any and all such information in strict confidence and trust, and it
                                         will not use or disclose any of such information without the prior written consent of
                                         the Company, except as may be necessary to perform his duties hereunder and consistent
                                         with the Company’s agreement with such third party. Upon termination of this Agreement,
                                         Dr. Shmulewitz shall act with respect to such information as set forth in Section 3.4.



 


	8.	Non Competition




 





		8.1	Dr.
                                         Shmulewitz agrees and undertakes that he will not, during the Term of this Agreement
                                         and for a period of 6 months thereafter, compete or assist others to compete, whether
                                         directly or indirectly, with the business of the Company, as currently conducted and/or
                                         proposed to be conducted.



 






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		8.2	Dr.
                                         Shmulewitz agrees and undertakes that during the Term of this Agreement and for a period
                                         of 6 months thereafter, he will neither solicit for employment or any other engagement
                                         nor employ or otherwise engage any person employed by the Company on the date of such
                                         termination or during the preceding 6 months, personally or in any business in which
                                         he is an officer or director, for any purpose or in any place, provided that the foregoing
                                         restriction shall not apply to employment or engagement of an employee: (i) following
                                         an employee’s affirmative response to a general recruitment effort carried out
                                         through a public solicitation or general solicitation, or (ii) upon an employee’s
                                         initiative.



 


		8.3	If
                                         any one or more of the terms contained in Sections ‎8.1 and ‎8.2 shall, for any
                                         reason, be held to be excessively broad with regard to time, geographic scope or activity,
                                         such term shall be construed in a manner to enable it to be enforced to the extent compatible
                                         with applicable law.



 


	9.	Compensation Policy




 





		9.1	Dr.
                                         Shmulewitz declares and confirms, that he is familiar and aware that the Company has
                                         adopted a compensation policy pursuant to the provisions of the Companies Law 5759-1999
                                         (the "Compensation Policy", and the "Law", respectively),
                                         and that the terms of this Agreement are subject to and shall be aligned with the provisions
                                         and guidelines of the Compensation Policy in force, and as shall be determined from time
                                         to time. Copy of the Compensation Policy is attached hereto as an integral part of this
                                         Agreement.



 


		9.2	In
                                         the event that this Agreement and/or any of its provisions shall be proclaimed and/or
                                         considered by a competent authority not aligned with the Compensation Policy and not
                                         in accordance with the provision of the Law ("Contradicting Term"),
                                         then the Parties shall cooperate to adjust any Contradicting Term with the Compensation
                                         Policy or to be approved by the Company’s relevant organs, as per the Parties consent
                                         and in accordance with applicable law and regulations.



 


		9.3	Without
                                         derogating from Dr. Shmulewitz's rights under this Agreement, in the event that the abovementioned
                                         adjustment is not possible or achievable under the circumstances, Dr. Shmulewitz shall
                                         not hold any demand, allegations or claims against the Company, in the event the Company
                                         cannot make the necessary adjustment for reasons beyond the Company’s control.



 


		9.4	Without
                                         derogating from the provisions of the Compensation Policy, to the extent that any amount
                                         or fees paid to Dr. Shmulewitz hereunder shall be revealed, within three (3) years of
                                         the payment thereof, to have been paid based on erroneous calculations that have been
                                         restated in the Company's financial statements, Dr. Shmulewitz shall repay the Company
                                         amount paid in excess as aforesaid; all in accordance with the provisions of the Compensation
                                         Policy.



 


	10.	Independent Contractor




 


		10.1	The
                                         parties agree that Dr. Shmulewitz shall act as an independent contractor in the performance
                                         of the Services and that nothing contained herein shall create or be construed to create
                                         an employer-employee relationship between the parties and Dr. Shmulewitz shall not be
                                         entitled to any Company employment rights or benefits.



 


		10.2	Without
                                         derogating from the above, in the event that, notwithstanding the parties’ representations
                                         and undertakings hereunder, Dr. Shmulewitz, or anyone on its behalf, shall claim, or
                                         a court of competent jurisdiction shall determine, the existence of employer-employee
                                         relationship between Dr. Shmulewitz and the Company, then the following provisions shall
                                         apply: (i) Dr. Shmulewitz's monthly salary for such claimed or determined period of employer-employee
                                         relationship shall be equal to 60% (sixty percent) of the sum of the Monthly Fee and
                                         expenses reimbursement due to Dr. Shmulewitz as consideration for the Services hereunder
                                         (for the purposes of this Section ‎10, the “Monthly Salary”);
                                         (ii) the Monthly Salary shall be deemed to constitute all of the Company’s liabilities
                                         and obligations towards Dr. Shmulewitz, of any source or origin, with respect to and
                                         in connection with said employer-employee relationship, except for such rights with respect
                                         to which global compensation may not be determined pursuant to applicable law, (iii)
                                         Dr. Shmulewitz will immediately pay the Company all amounts paid to it beyond the sums
                                         calculated as stated in paragraph (i) above, and (iv) Dr. Shmulewitz shall be liable
                                         to fully indemnify the Company for any damages, liabilities, or other costs and expenses
                                         incurred in connection with any such determination.



 






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		10.3	The
                                         Company shall be entitled to set-off any amount due to it pursuant to this Section ‎10
                                         from any amount due to Dr. Shmulewitz pursuant to this Agreement.



 


		10.4	Dr.
                                         Shmulewitz hereby undertakes to indemnify, defend, hold harmless and reimburse the Company,
                                         its officers, agents, employees, representatives, successors and assigns against any
                                         claim, liability, loss and expense, including reasonable attorneys fees, arising from
                                         any suit, cause of action, demand or claim brought by any person or entity (including
                                         related costs and expenses) due to taxes, payment or withholding, wages, premiums, contributions
                                         social security payments, pension payments, employee benefits, health insurance and any
                                         other such payments resulting from any payment made by the Company to Dr. Shmulewitz
                                         under this Agreement, or otherwise in connection herewith.



 


	11.	Securities Internal Compliance Plan; Insider Trading
Policy




 


Dr.
Shmulewitz declares and confirms, that he is familiar and aware that the Company has adopted a Securities Internal Compliance
Plan (the "Internal Compliance Plan"), and are familiar with its terms, obligations and restrictions, and shall
act in accordance with the provisions and guidelines of the Internal Compliance Plan in force, and as shall be determined from
time to time.


 


	12.	Miscellaneous




 


		12.1	The
                                         provisions of Sections 4.5, 4.6, 6 through 8, 10 above and ‎13.2 below shall survive
                                         the termination of this Agreement for any reason whatsoever.



 


		12.2	This
                                         Agreement shall be governed by the laws of the State of Israel and the competent courts
                                         in Tel-Aviv shall have exclusive jurisdiction in all matters pertaining or relating thereto.



 


		12.3	This
                                         Agreement is for the services of Dr. Shmulewitz and none of the Services to be provided
                                         by Dr. Shmulewitz hereunder may be delegated, assigned or subcontracted to others without
                                         the prior written consent of the Company, in each case. Dr. Shmulewitz shall not be entitled
                                         to bind the Company for any purposes unless specifically authorized by the Company in
                                         writing in advance.



 


		12.4	This
                                         Agreement constitutes the entire agreement between the parties and supersedes all previous
                                         agreements and understandings, hereto, whether oral or written, express or implied, with
                                         respect to the subject matter contained in this Agreement.



 


		12.5	No
                                         provision of this Agreement may be modified, waived or discharged unless such waiver,
                                         modification or discharge is agreed to in writing and signed by Dr. Shmulewitz and the
                                         Company. No delay or failure by either party hereto at any time to act with respect to
                                         any breach or default by the other party of, or compliance with, any condition or provision
                                         of this Agreement to be performed by such other party shall be deemed a waiver of similar
                                         or dissimilar provisions or conditions at the same or at any prior or subsequent time.



 


		12.6	All
                                         notices required to be delivered under this Agreement shall be effective only if in writing
                                         and shall be deemed received upon the earlier of: (i) if sent by facsimile or email,
                                         upon transmission and electronic or other confirmation of receipt or (if transmitted
                                         and received on a non-business day) on the first business day following transmission
                                         and electronic or other confirmation of receipt, (ii) five (5) days after the date of
                                         mailing if mailed by registered mail to the addresses set forth above; and (iii) if sent
                                         by messenger, upon delivery.



 


		12.7	The
                                         execution, delivery and performance of this Agreement is subject to the obtainment of
                                         all applicable corporate and regulatory approvals, if and to the extent necessary.



 


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    	 	8	 



     


    


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.


 





	/s/ Therapix
    Biosciences Ltd.	 	/s/ Dr.
    Shmulewitz
	Therapix Biosciences Ltd.	 	Dr. Shmulewitz
	 	 	 	 	 
	By: 	 	 	By: 	 
	Title: 	 	 	Title: 	 







 






    	 		 



     


    







1st Addendum
of Consulting and Services Agreement




 


This
1st addendum (this “Addendum”) is made and entered
into on this  17 day of April, 2016, by and between Therapix Biosciences Ltd., a public company organized under the laws
of the State of Israel, with principal offices at 5 Azrieli Center, 27th floor, Tel-Aviv 67025, Israel and its subsidiaries (the
“Company”), Dr. Ascher Shmulewitz, of Yoav 20 Steet, Tel-Aviv
6908158, Israel (“Dr. Shmulewitz” or the “Consultant”), and Medgenesis Partners Ltd., a
private company organized under the laws of the State of Israel, incorporation number 513054064, with principal offices at Yoav
20 Steet, Tel-Aviv 6908158, Israel (the “Management Co.”).


 


The
Company, the Consultant, and the Management Co. may be referred to collectively as the “Parties” and each as
a “Party”.


 


		Whereas	the
                                         Company and the Consultant have entered into an Consulting and Services Agreement, dated
                                         February 16, 2016 (the “Agreement”),
                                         which is incorporated to this Addendum as an integral part thereof as Schedule
                                         A; and



 


		Whereas	the
                                         Consultant wishes to assign the Agreement to the Management Co., and the Management Co.
                                         wishes and accepts such assumption of the Agreement, and to assume all rights and obligations
                                         under the Agreement as further set forth herein in this Addendum (the “Assignment”);
                                         and



 


		Whereas	the
                                         Company agrees to the Assignment, subject to the terms and conditions as further set
                                         forth herein in this Addendum.



 


NOW
THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereby
declare and agree as follows:


 


	1.	Capitalized
                                         terms used and not otherwise defined herein shall bear the respective meanings ascribed
                                         to them in the Agreement.



 


	2.	Preamble.
                                         The preamble of this Addendum constitutes an integral part thereof.



 


	3.	Assignment.
                                         Consultant hereby assigns the Management Co. the Agreement, the rights and obligations
                                         contained in it, and the Management Co. hereby assumes all rights and obligations contained
                                         in it, and shall be considered in every respect the counterparty to the Agreement, as
                                         of February 16, 2016, except that The Consultant shall continue to render his services
                                         to the Company and the consulting services shall be provided solely by the Consultant,
                                         and by him alone personally.



 


	4.	Warranty
                                         and Representation. The Management Co. hereby warrants and represents to have the necessary
                                         means, permits and/or approvals to execute this Addendum, and will have for the duration
                                         of the Agreement the ability to render Services and shall cause for the Services to be
                                         rendered by the Consultant; The Management Co. and the Consultant hereby warrant and
                                         represent that this Addendum is made at their own will and at their request, to have
                                         received all corporate approvals required in order to facilitate and execute this Addendum
                                         and the Assignment, which were properly approved them, and that Consultant is the sole
                                         controlling shareholder of the Management Co.



 


	5.	The
                                         Agreement shall be adjusted mutate-mutandis. Immediately following the execution
                                         of this addendum, the provisions of the Agreement shall be adjusted in accordance with
                                         the necessary changes and amendments and be read in a manner to reflect said Assignment.



 


	6.	Indemnification.
                                         It is hereby clarified that the Assignment is not intended to impose the Company with
                                         any and/or additional cost, expense or liability of any kind whatsoever (directly or
                                         indirectly), and is not intended to cause any damage or to harm the Company in any way
                                         or to diminish any right the Company holds for receiving the Services from the Consultant
                                         under the Agreement. Any such additional cost, expense, liability, damage, expenses or
                                         harm of any kind caused as a result of the Assignment shall be immediately indemnified,
                                         ratified, relieved and/or cured by the Consultant and/or the Management Co., severely
                                         and jointly, solely for the benefit of the Company, and the Company shall be immediately
                                         compensated and indemnified for any such costs and/or damage incurred by the Company
                                         as a result of the Assignment, including without derogating the generality of the foregoing,
                                         with respect to tax implications and/or labor and employment issues.



 


	7.	The
                                         Agreement shall continue in full force and effect as originally constituted, subject
                                         to the changes and amendment required following the Assignment under this Addendum. Any
                                         contradiction in meaning and/or interpretation between the Agreement and this Addendum
                                         shall have the meaning and/or be interpreted in light of the Agreement.



 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.


 


	/s/
    Therapix Biosciences Ltd.	 	/s/
    Dr. Ascher Shmulewitz
	Therapix
    Biosciences Ltd.	 	Dr.
    Ascher Shmulewitz
	 	 	 	 	 






	By:
    	 	 	 	 
	Title:
    	 	 	 	 
	 	 	 	 	 






	 	 	 	/s/
    Medgenesis Partners Ltd.
	 	 	 	Medgenesis
    Partners Ltd.
	 	 	 	 	 






	 	 	 	By:
    	 
	 	 	 	Title: