Exhibit 10.2


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (the “Agreement”)
is made and entered into as of August 30, 2016 between Oramed Pharmaceuticals Inc., a Delaware corporation (the “Company”),
and Kevin Rakin (“Indemnitee”).


 


WHEREAS, highly competent persons have become more
reluctant to serve corporations as directors or officers unless they are provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of
the corporation;


 


WHEREAS, the By-laws and/or the Certificate of
Incorporation of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to
indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The By-laws and/or Certificate
of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the Board of Directors of the Company (the “Board”)
officers and other persons with respect to indemnification;


 


WHEREAS, the Board has determined that the increased
difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that
the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent
permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so
indemnified;


 


WHEREAS, this Agreement is a supplement to and
in furtherance of the By-laws and/or Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall
not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


NOW, THEREFORE, in consideration of Indemnitee’s
agreement to serve as an officer and director from and after the date hereof, the parties hereto agree as follows:


 


1. Indemnity of Indemnitee. The Company hereby
agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In
furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a) Proceedings Other Than Proceedings by or
in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if,
by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant
in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a),
Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if
the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 






    


     

    

 


(b) Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status,
the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company.
Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of
any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to
the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.


 


(c) Indemnification for Expenses of a Party
Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum
extent permitted by law, as such may be amended from time to time, against all Expenses, judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful
in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.


 


2. Additional Indemnity. In addition to, and
without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby
does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to
or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability
arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s
obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally
determined (under the procedures, and subject to the presumptions, set forth in Sections 5 and 6 hereof) to be unlawful.


 






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3. Contribution.


 


(a) Whether or not the indemnification provided
in Sections 1 and 2 hereof is available in respect of any threatened, pending or completed Proceeding in which the Company
is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance,
the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the
Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any
settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless
such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(b) Without diminishing or impairing the obligations
of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required by law to pay all or
any portion of any judgment or settlement in any threatened, pending or completed Proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received
by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which
such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary
to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the
Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Expenses, judgments, fines or settlement
amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company
and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if
joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things,
the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is
primary or secondary and the degree to which their conduct is active or passive.


 


(c) The Company hereby agrees to fully indemnify
and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company,
other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d) To the fullest extent permissible under applicable
law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu
of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes,
amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this
Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect
(i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such
Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection
with such event(s) and/or transaction(s).


 






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3. Indemnification for Expenses of a Witness.
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness,
or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


4. Advancement of Expenses. Notwithstanding
any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement
or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded
or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined
by a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled
to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 4 shall be unsecured and
interest free.


 


5. Procedures and Presumptions for Determination
of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable
as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures
and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:


 


(a) To obtain indemnification under this Agreement,
Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification,
provided that Indemnitee shall not be required to provide any documentation or information which is privileged or otherwise protected
from disclosure. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in
writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request
to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee
unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.


 


(b) Upon written request by Indemnitee for indemnification
pursuant to the first sentence of Section 5(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall
be made in the specific case by one of the following four methods, which shall be at the election of Indemnitee, in his sole discretion:
(1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a majority vote of a committee of disinterested
directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested
directors or if a Change of Control shall have occurred after the date hereof, by Independent Counsel in a written opinion to the Board,
a copy of which shall be delivered to the Indemnitee, or (4) by a simple majority of the stockholders of the Company voting on the matter.
For purposes hereof, disinterested directors are those members of the Board who are not parties to the Proceeding in respect of which
indemnification is sought by Indemnitee.


 






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“Change of Control” shall mean the occurrence
of any of the following:


 


(a) any “person,” as such term is currently used
in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (a “person”), becomes
a “beneficial owner” (as such term is currently used in Rule 13d-3 promulgated under the 1934 Act (a “Beneficial
Owner”) of 30% or more of the Voting Stock (as defined below) of the Company;


 


(b) the Board of Directors of the Company adopts any plan of
liquidation providing for the distribution of all or substantially all of the Company’s assets;


 


(c) all or substantially all of the assets or business of the
Company are disposed of in any one or more transactions pursuant to a sale, merger, consolidation or other transaction (unless the shareholders
of the Company immediately prior to such sale, merger, consolidation or other transaction beneficially own, directly or indirectly, in
substantially the same proportion as they owned the Voting Stock of the Company, more than fifty percent (50%) of the Voting Stock or
other ownership interests of the entity or entities, if any, that succeed to the business of the Company);


 


(d) the Company combines with another company and is the surviving
corporation but, immediately after the combination, the shareholders of the Company immediately prior to the combination hold, directly
or indirectly, fifty percent (50%) or less of the Voting Stock of the combined company; or


 


(e) Continuing Directors cease to constitute at least a majority
of the Board of Directors of the Company.


 


“Voting Stock” of any entity shall mean
the issued and outstanding share capital or other securities of any class or classes having general voting power under ordinary circumstances,
in the absence of contingencies, to elect the members of the board of directors (or members of a similar managerial body if such entity
has no board of directors) of such entity.


 


“Continuing Director” means a director who
either was a director of the Company on the Commencement Date or who became a director of the Company subsequent thereto and whose election,
or nomination for election by the Company’s shareholders, was approved by a majority of the Continuing Directors then on the Board
of Directors of the Company.


 






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(c) If the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 5(b) hereof, the Independent Counsel shall be selected as provided in
this Section 5(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within 10 days after such written notice
of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in this Agreement, and the objection shall set forth with reasonable particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated,
the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant
to Section 5(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may
petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which
shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5(b) hereof. The Company shall
pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant
to Section 5(b) hereof, and the Company shall pay all reasonable fees and expenses (including those incurred by Indemnitee) incident
to the procedures of this Section 5(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 


(d) In making a determination with respect to entitlement
to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear
and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination
prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee
has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel)
that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee
has not met the applicable standard of conduct.


 


(e) Indemnitee shall be deemed to have acted in
good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including
financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on
the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent
certified public accountant or by an appraiser or other expert selected by the Enterprise. In addition, the knowledge and/or actions,
or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining
the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(e) are satisfied,
it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause
to believe that his conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of
persuasion by clear and convincing evidence.


  






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(f) If the person, persons or entity empowered
or selected under Section 5 to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of
a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such
30-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making
such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation
and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5(f) shall not apply
if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5(b) of this Agreement
and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested
Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof
to be held within sixty (60) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders
is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose
within forty (40) days after having been so called and such determination is made thereat.


 


(g) Indemnitee shall cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to
such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel,
member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s
entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee
harmless therefrom.


 


(h) The Company acknowledges that a settlement
or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption
and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment
against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration)
it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


  






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(i) The termination of any Proceeding or of any
claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall
not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or
create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his
conduct was unlawful.


 


6. Remedies of Indemnitee.


 


(a) In the event that (i) a determination is made
pursuant to Section 5 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 4 of this Agreement, (iii) no determination of entitlement to indemnification
is made pursuant to Section 5(b) of this Agreement within 30 days after receipt by the Company of the request for indemnification
(subject to extension, as provided in Section 5(f)), (iv) payment of indemnification is not made pursuant to this Agreement within
ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10)
days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made
pursuant to Section 5 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of
Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall
commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence
such proceeding pursuant to this Section 6(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 


(b) In the event that a determination shall have
been made pursuant to Section 5(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
commenced pursuant to this Section 6 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall
not be prejudiced by reason of the adverse determination under Section 5(b).


 


(c) If a determination shall have been made pursuant
to Section 5(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding commenced pursuant to this Section 6, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application
for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 






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(d) In the event that Indemnitee, pursuant to this
Section 6, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover
under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf,
in advance within ten (10) days after the receipt by the Company of a statement from Indemnitee requesting such payment, any and all expenses
(of the types described in the definition of Expenses in this Agreement) actually and reasonably incurred by him in such judicial adjudication,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance
recovery.


 


(e) The Company shall be precluded from asserting
in any judicial proceeding commenced pursuant to this Section 6 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.
The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after
receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which
are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company
under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless
of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery,
as the case may be.


 


(f) Notwithstanding anything in this Agreement
to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the
final disposition of the Proceeding.


 


7. Non-Exclusivity; Survival of Rights; Insurance;
Primacy of Indemnification; Subrogation.


 


(a) The rights of indemnification as provided by
this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law,
the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise.
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration
or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would
be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended
to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 






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(b) To the extent that the Company maintains an
insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the
receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance
in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.


 


(c) In the event of any payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Outside
Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights.


 


(d) The Company hereby acknowledges that the Indemnitee
may have other sources of indemnification or insurance, whether currently in force or established in the future (collectively, the “Outside
Indemnitors”). The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., its obligations to the Indemnitee
are primary and any obligation of the Outside Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities
incurred by the Indemnitee are secondary); (ii) that it shall be required to advance the full amount of Expenses incurred by the Indemnitee
and shall be liable in full for all indemnifiable amounts to the extent legally permitted and as required by the Company’s Certificate
of Incorporation and Bylaws or any agreement between the Company and the Indemnitee, without regard to any rights the Indemnitee may have
against the Outside Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Outside Indemnitors from any and all
claims against the Outside Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company
further agrees that no advancement or payment by the Outside Indemnitors on behalf of the Indemnitee with respect to any claim for which
the Indemnitee have sought indemnification from the Company shall affect the foregoing and the Outside Indemnitors shall have a right
of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against
the Company. The Company and the Indemnitee agree that the Outside Indemnitors are express third party beneficiaries of the terms hereof.


 


(e) The Company’s obligation to indemnify
or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent
of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.


 






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8. Exception to Right of Indemnification.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection
with any claim made against Indemnitee:


 


(a) for an accounting of profits made from the
purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or


 


(b) in connection with any Proceeding (or any part
of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the
Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any
Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested
in the Company under applicable law or (iii) such Proceeding is brought by Indemnitee to assert, interpret or enforce his rights under
this Agreement.


 


9. Duration of Agreement. All agreements
and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company
(or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or
any proceeding commenced under Section 6 hereof) by reason of his Corporate Status, whether or not he is acting or serving in
any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all
of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.


 


10. Security. To the extent requested by Indemnitee
and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations
hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee,
may not be revoked or released without the prior written consent of the Indemnitee.


 


11. Enforcement.


 


(a) The Company expressly confirms and agrees that
it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer
or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director
of the Company.


 


(b) This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, and understandings, oral, written
and implied, between the parties hereto with respect to the subject matter hereof.


 


(c) The Company shall not seek from a court, or
agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement
of expenses under this Agreement.


 






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12. Definitions. For purposes of this Agreement:


 


(a) “Corporate Status” describes
the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or any subsidiary thereof or of
any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving
at the express written request of the Company.


 


(b) “Disinterested Director”
means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee
and who is not subject to any other relationship that may reasonably prejudice such director’s determination as to the Indemnitee’s
entitlement to indemnification hereunder.


 


(c) “Enterprise” shall mean
the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is
or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.


 


(d) “Expenses” shall include
all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being
or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses
also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign
taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation
the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.


 


(e) “Independent Counsel” means
a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five
years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect
to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any
other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against
any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(f) “Proceeding” includes any
threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether
civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of
his or his Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his Corporate Status;
in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an
Indemnitee pursuant to Section 6 of this Agreement to enforce his rights under this Agreement.


 






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13. Severability. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality
of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable
laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the
aforementioned intent, to the extent necessary to resolve such conflict.


 


14. Modification and Waiver. No supplement,
modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.


 


15. Notice By Indemnitee. Indemnitee agrees
promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure
to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise
unless and only to the extent that such failure or delay materially prejudices the Company.


 


16. Notices. All notices and other communications
given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and
if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to Indemnitee at the address set forth below Indemnitee signature
hereto, and to the Company, at its principal executive offices to the attention of the President, or to such other address as may have
been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


17. Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.


 






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18. Headings. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.


 


19. Governing Law and Consent to Jurisdiction.
This Agreement and the legal relations among the parties with respect to the subject matter of this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company
and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any
other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii)
waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead
or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient
forum.


 


SIGNATURE PAGE TO FOLLOW


  






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IN WITNESS WHEREOF, the parties hereto have executed
this Indemnification Agreement on and as of the day and year first above written.


 


	 	COMPANY
	 	 
	 	ORAMED PHARMACEUTICALS INC.
	 	 	 
	 	By:	/s/ Nadav Kidron
	 	Name:	Nadav Kidron
	 	Title:	Chief Executive Officer
	 	 	 
	 	INDEMNITEE
	 	 
	 	/s/ Kevin Rakin
	 	Name: 	Kevin Rakin
	 	 
	 	Address: 36 Church Lane, Westport, CT 06880, USA


  






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Schedule to Exhibit 10.2


 


The following executive officers and directors are each party to an
Indemnification Agreement or Amended and Restated Indemnification Agreement with the Company, each of which is substantially identical
in all material respects to the representative Indemnification Agreement filed herewith and is dated as of the respective date listed
below.


 


	Name of Signatory	 	Date
	Nadav Kidron	 	March 26, 2017
	President, Chief Executive Officer and Director	 	 
	 	 	 
	Miriam Kidron	 	March 26, 2017
	Chief Medical and Technology Officer and Director	 	 
	 	 	 
	Avraham Gabay	 	May 19, 2019

	Former Chief Financial Officer	 	 
	 	 	 
	Aviad Friedman	 	March 26, 2017
	Director	 	 
	 	 	 
	Dr. Arie Mayer, Ph.D.	 	December 5, 2019
	Director	 	 
	 	 	 
	Leonard Sank	 	January 26, 2017
	Director	 	 
	 	 	 
	Gao Xiaoming	 	June 28, 2019
	Director	 	 
	 	 	 
	Joshua Hexter	 	September 8, 2019
	Chief Operating & Business Officer	 	 
	 	 	 
	David Silberman	 	July 4, 2021
	Chief Financial Officer	 	 


 


 


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