Exhibit
10.32


 


**Confidential
portions have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities
and Exchange Commission (the “Commission”)**


 


AMENDMENT
AGREEMENT


 


THIS
AMENDMENT AGREEMENT, dated as of July 24, 2016, is entered into by and between Hefei Tianhui Incubator of Technologies Co.,
Ltd., a corporation organized and existing under the laws of the People’s Republic of China and having its principal
place of business at No. 199 Fanhua Road, Heifei, Anhui, China (“HTIT”); and Oramed Pharmaceuticals Inc.,
a Delaware corporation and Oramed Ltd., a company organized and existing under the laws of the State of Israel and having
a principal place of business at 2/4 Hi-Tech Park, PO Box 39098, Jerusalem,
91390, Israel (collectively referred to as “Oramed”).


 


WHEREAS,
Oramed and HTIT entered into that certain Amended and Restated Technology License Agreement
dated as of December 21, 2015, (the “TLA”); and


 


WHEREAS,
the TLA was amended by a subsequent agreement between Oramed and HTIT dated as of June 3, 2016 (the “Subsequent Agreement”)
pursuant to which, inter alia, Oramed and HTIT agreed to amend certain provisions of the TLA to reflect the involvement
of Xertecs GmbH in the transfer of certain manufacturing know-how to HTIT which Oramed and HTIT had initially agreed in the TLA
would be performed solely by SwissCaps AG; and


 


WHEREAS,
Oramed and HTIT now desire to effect certain additional amendments to the TLA, in particular the replacement of the Pre-Commercialization
Plan (Exhibit C) and Subsequent Payment arrangements (Exhibit F2) thereto;


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


 


	1.	Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in the TLA.




 


	2.	Exhibit C (Pre-Commercialization Plan) of the
TLA is hereby deleted in its entirety, and shall be replaced with Exhibit 1 hereto.




 


	3.	Exhibit F2 (Subsequent
Payments) of the TLA is hereby deleted in its entirety, and shall be replaced with Exhibit 2 hereto.




 


	4.	Except as amended pursuant to this Amendment Agreement,
the terms of the TLA shall remain in full force and effect.




 






     


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their duly authorized representatives
as of the date first written above.


 





	Oramed
    Pharmaceuticals Inc.	 	/s/
    Hefei Tianhui Incubator of Technologies Co., Ltd.
	 	 	 	 
	By:	/s/
    Nadav Kidron	 	By:	                       
	 	Nadav
    Kidron	 	Name:	 
	 	Chief
    Executive Officer	 	Title:	 
	 	 	 	 	 
	Oramed
    Ltd.	 	 	 
	 	 	 	 
	By:	/s/
    Nadav Kidron	 	 	 
	 	Nadav
    Kidron	 	 	 
	 	Chief
    Executive Officer	 	 	 




 






    	 	2	 



     


    

 


EXHIBIT
1


Amendment
to Exhibit C (Pre-Commercialization Plan)


 


THE
CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION


 


 


 


 






    	 	3	 



     


    

 


EXHIBIT
2


Amendment
to Exhibit F2 (Subsequent Payments)


 


	Payment
    Milestone #1: USD 4,000,000	THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION
	Payment
    Milestone #2: USD 1,000,000	THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION
	Payment
    Milestone #3: USD 3,000,000	THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION


 






    	 	4	 



     


    

 


Annex
1


Oramed
Premas Agreement


 


[Exhibit
10.34 to Form 10-K for the fiscal year ended August 31, 2016]


 


 


 


 


 


 


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