Exhibit 10.7


 



 



To


 


Ms Marlene Haffner


 





 



 


Dear Marlene,


 


Re: Engagement Offer


 


BioBlast Pharma Ltd. (the “Company”)
is very pleased to offer you to join the Company as a member of the Company’s Board of Directors as of the date hereof. This letter
set forth the terms of your engagement as a member Board of Directors of the Company and the compensation for such services rendered
by you including services rendered by you since May 13, 2012 (the “Effective Date”).


 


1.          In your capacity as a member of the Board of Directors of Company, you shall contribute to the Company from your expertise and
experience in accordance with the Company’s needs and requirements, as shall be determined by the Company’s Board of Directors
from time to time which will include, inter alia, the following: regulatory and development strategy, clinical development
and positioning (the “Services”). For the rendering of the Services to the Company by you, you agree to participate
at meetings of the Board of Directors via conference call and dedicate at least eight (8) hours per month for support over the
phone at to participate at least once a year in a full day meeting.


 


2.          In consideration of the Services rendered by you, following the adoption of a stock option plan by the Company, the Company shall
recommend the Board of Directors to grant you options to purchase Ordinary Shares of the Company in an amount of 11,068 Ordinary
Shares reflecting 1% of the Company’s share capital as of the Effective Date (the “Options”). The exercise price
will be equal to the par value of the Company’s Ordinary Shares. The vesting schedule shall be as follows: one third of the Options
shall vest following the completion each one year period of engagement with the Company commencing as of the Effective Date. Vested
Options will remain exercisable during the term of your engagement with the Company and until the completion of three months from
termination of engagement. All other terms shall be as specified in the Company’s future stock option plan.


 


3.          It is agreed by you that except for preapproved business expenses reimbursement according to the Company's policy, the Options
shall be the sole and full cost and expense of the Company in regards to your engagement by the Company.


 


4.          You confirm and acknowledge that by rendering services to the Company as set forth herein, you act as an independent contractor
and not an employee of the Company.


 


5.         You agree that any and all Proprietary Information (as defined below) of the Company (for purposes hereof, the term “Company”
shall include any subsidiaries and affiliates of the Company) which may be provided to you or to which you may be exposed (including
any such Proprietary Information created by you while providing any services to the Company hereunder) is, and shall be, the sole
property of the Company, and that you keep in confidence and trust all such Proprietary information, and not use or disclose any
Proprietary Information to any third party without the written consent of the Company, and that upon termination of your engagement
with the Company or upon the Company's demand, you will promptly deliver to the Company all documents and materials of any nature
including or pertaining to any Proprietary Information. You confirm that your above undertakings shall apply retroactively as of
the Effective Date and shall remain in full force and effect after termination of your engagement with the Company or any renewal
thereof, for any reason whatsoever, so long as the same shall constitute Proprietary Information, as defined below. The above undertakings
shall not terminate and shall continue to be in full force and effect following termination of this letter for whatever reason.


 




    	 



    	 



    

 


For purposes
hereof, “Proprietary Information” means confidential and proprietary information concerning the business and financial
activities of the Company, including patents, patent applications, trademarks, copyrights and other intellectual property, and
information relating to the same, technologies and products (actual or planned), know how, inventions, research and development
activities, trade secrets and industrial secrets, and also confidential commercial information such as information relating to
customers, suppliers, marketing plans, etc., all the above - whether documentary, written, oral or computer generated. Proprietary
Information shall also include information of the same nature, which the Company may obtain or receive from third parties. However,
excluded from the above definition with respect to your confidentiality undertaking is any information that is or shall become
part of the public knowledge except as a result of the breach of your undertakings towards the Company.


 


6.          Each party may terminate this letter by a 30 days prior written notice to the other party.


 


7.          The laws of the State of Israel shall apply to the agreement set forth herein, and the sole and exclusive place of jurisdiction
in any matter arising out of or in connection with this letter shall be the competent court in Tel Aviv. In the event it shall
be determined under any applicable law that any provision set forth in this letter is invalid or unenforceable, such determination
shall not affect the remaining provisions of this letter unless the business purpose of this letter is substantially frustrated
thereby. This letter constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior
discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended or supplemented in
any respect, except by a subsequent writing executed by both parties. You acknowledge and confirm that all terms of your
engagement by the Company are personal and confidential, and shall keep such terms in confidence and refrain from disclosing such
terms to any third party outside of legal or accounting representation.


 


Please indicate your acceptancc to the terms of this letter
by signing and dating this letter and returning a counterpart hereof to us.


 


	 	 	Sincerely yours,
	 	 	 
	 	 	By: /s/ Dr. Dalia Megiddo
	 	 	BioBlast Pharma Ltd.
	 	 	 
	I agree to all terms of this letter.	 	 
	 	 	 
	Name: 	MARLENE E. HAFFNER	 	 
	Date: 	5/13/2013	 	 
	 	 	 	 
	Signature:	/s/ Marlene E. Haffner	 	 


 




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