Exhibit
10.1


 


AGREEMENT
AND AMENDMENT NO. 5


 


This
AGREEMENT AND AMENDMENT NO. 5 (this “Fifth Amendment”) is made this 28 day of November, 2016 by and between ORAMED
Ltd., a company incorporated under the laws of the State of Israel, # 513976712 with an address at High-Tech Park 2/4, Givat
Ram, Jerusalem, Israel 93706 (the “Company”), and KNRY, Ltd., a company incorporated under the
laws of the State of Israel, # 513836502 with an address at 2 Elza Street, Jerusalem, Israel 93706 (the “Consultant”).


 


WHEREAS:


 


A.          The
Company and the Consultant are parties to the Agreement dated as of July 1, 2008 (the “Original Agreement”), as amended
on July 18, 2013, on November 13, 2014, on July 21, 2015 and on June 27, 2016 (all the amendments together with the Original Agreement,
the “Service Agreement”), for services to be provided by Nadav Kidron Israeli I.D. number 027424282 (“Nadav”);
and


 


B.           The
Company and the Consultant wish to amend the Service Agreement to revise the terms of the Consultant compensation thereunder.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant
and agree as follows:


 


		1.	Amendment
                                         to Section 6. Section 6 of the Original Agreement is hereby amended and restated
                                         in its entirety to read as follows:



 


“Compensation.
Effective from January 2017 (inclusive), the Company shall pay to the Consultant in consideration for the performance of the Consulting
Services, a gross monthly amount of 127,570 + VAT (the “Consideration”), subject to the receipt by the Company
of an invoice from the Consultant. Each of the Consultant and Nadav hereby declares that neither of them has, nor shall have in
the future, any claims or demands in respect of amounts paid prior to May 2008.”


 


		2.	Amendment
                                         to Section 8. Section 6 of the Original Agreement is hereby amended and restated
                                         in its entirety to read as follows:



 


“Company
car. Effective from November 2016 (inclusive), in addition to the Consideration, the Company shall provide the Consultant
with leased car with an aggregate cost of (a) leasing a car of category 4, and (b) additional $10,000 per year, for the use and
maintenance of Nadav, and shall forward to the Consultant a payment reflecting the gross up of the tax due as a result of the
use and maintenance of the car by Nadav.”


 


		3.	Ratification.
                                         As amended hereby, the Service Agreement is ratified and confirmed and all other terms
                                         and conditions remain in full force and effect.



 


[Signature
page follows.]







     


     


    

 


IN
WITNESS WHEREOF the parties hereto have executed this Fifth Amendment effective as of the date and year first above written.


 


	ORAMED
    LTD.	 	KNRY
    LTD.
	 	 	 	 	 
	Per:	/s/
    Yifat Zommer	 	 	/s/
    Nadav Kidron
	Name:	Yifat
    Zommer	 	Name:	Nadav
    Kidron
	Title:	Chief
    Financial Officer and Secretary	 	 	 


 


 


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