Unassociated Document


    EXHIBIT 10.8

     

    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT
AGREEMENT (the
“Agreement”) is
entered into as of the date set forth below, by and between BIOCANCELL
THERAPEUTICS, INC., a corporation organized under the laws of the State of
Delaware (the “Parent”),
BIOCANCELL THERAPEUTICS LTD., a company organized under the laws of the State of
Israel and a fully owned subsidiary of the Parent, (the “Company” and
together with the Parent, the “Companies”), and
Avi Barak, Israel Identity Number 030557953 of Tidhar 11, Ramat Gan, Israel,
Fax: 03-5745871, Email: avi.barak@biocancell.com (the
“Employee”) to be
effective as of March 1, 2006 (the “Commencement Date”).

     

    WHEREAS,
the Parent and Company desires to employ the Employee as its Chief Executive
Officer and have him in charge of, and responsible for, the business
development, operations, personnel, finance, research and development, fund
raising, marketing, sales and service activities worldwide of the Companies and
the Parent and the Employee desires to serve in such position and engage in such
employment, on the terms and conditions hereinafter set forth.

     

    NOW,
THEREFORE, in consideration of the respective agreements of the parties
contained herein, the parties agree as follows:

     

    
      	
            	1.	
              Employment.

            


    

     

    (a) The
Company agrees to employ the Employee as its Chief Executive Officer and the
Parent shall employ the Employee as its Chief Executive Officer commencing on
the Commencement Date and the Employee agrees to be employed by the Companies as
such on the terms and conditions set forth hereinafter.

     

    (b) The
Employee’s duties and responsibilities shall include but not be limited to those
duties and responsibilities customarily performed by a chief executive officer
and the Employee shall be in charge of, and responsible for, the business
development, operations, personnel, finance, research and development, fund
raising, marketing, sales and service activities worldwide of the Company and
the Parent (the “Services”) and the
Employee hereby declares that the Employee’s background, education and
professional standing are commensurate
with his position hereunder. The Employee shall be under the direct
supervision of and comply with the directives of the board of directors
of the Parent.

     

    (c) Excluding
periods of vacation, sick leave and military reserve service to which the
Employee is entitled or required, the Employee agrees to devote total attention
and all of his full working time to the business and affairs of the Companies as
required in order to discharge the responsibilities assigned to the Employee
hereunder. During the term of this Agreement, the Employee shall not be engaged
in any other employment nor engage actively in any other business activities or
in any other activities which may hinder his performance hereunder, with or
without compensation, for himself or for any other person, firm or company,
without the prior written consent of the Companies, which consent shall not be
unreasonably withheld.

     

    (d) The
parties hereto confirm that this is a personal services contract and that the
relationship between the parties hereto shall not be subject to any general or
special collective employment agreement or any custom or practice of the
Companies in respect of any of its other employees or contractors, to the
fullest extent permitted by law. The Employee hereby represents and warrants to
the Companies that the execution and delivery by him of
this Agreement and the fulfillment and performance of the terms hereof: (i) does
not conflict with any agreement by which he is bound and (ii) does not require
the consent of any person or entity. The Employee represents and warrants that
he will not use during the course of his employment with the Companies any trade
secrets or proprietary information which is the property of the Employee’s
previous employer(s) in such a manner that may breach any confidentiality or
other obligation the Employee may have with such former
employer(s).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) The
duties of the Employee in accordance with this Agreement involve duties which
require of him special personal care and loyalty, and therefore the directives
of the Work Hours and Rest Law, 1951, or any law to be enacted in its place,
will not be applicable to the Employee or to his activities which he will
perform for the Companies and as such, the Employee will not be entitled to
remuneration according to the Work Hours and Rest Law, 1951.

     

    
      	
            	2.	
              Salary.

            


    

     

    (a) The
Companies shall pay Employee an aggregate gross monthly salary of eight thousand
US dollars ($8,000) (the “Salary”), which
shall be paid not later than the 9th day of each month with respect to the
preceding month, in accordance with the Companies’ payroll practices. The
Employee shall be entitled to receive cost-of-living adjustments “Tosefet Yoker”
or other statutory or mandatory required increase in salary. The Companies shall
deduct from the Salary all national insurance fees, health insurance fees,
income tax and any other amounts required by law, and shall provide the Employee
with requisite documentation
regarding such deductions. The Salary does not include reimbursement or
expenses for transportation to and from the Employee’s workplace.
Notwithstanding the foregoing, upon the closing of the Parent’s initial firmly
underwritten public offering of its shares of Common Stock Ordinary Shares
pursuant to an effective registration statement under the United States
Securities Act of 1933, as amended or the Israeli Securities Law 5728-1968, as
amended or equivalent law of another jurisdiction, the Salary shall be increased
from eight thousand US dollars ($8,000) to twelve thousand US dollars
($12,000).

     

    (b) The
Salary includes remuneration for working overtime and on days of rest, and the
Employee shall not be entitled to any further remuneration or payment whatsoever
other than the Salary and/or benefits, unless expressly specified in this
Agreement. The Employee acknowledges that the Salary to which the Employee is
entitled pursuant to this Agreement constitutes due consideration for the
Employee working overtime and on days of rest.

     

    (c) The
amount payable hereunder will be reviewed annually during the term of this
Agreement.

     

    (d) The
Employee hereby acknowledges and agrees that severance pay, if entitled to be
received, shall be calculated solely on the basis of the Salary. The Employee
hereby waives in advance any future claim for severance pay on additional
payments he may receive in excess of the Salary.

     

    
      	
            	3.	
              Employee
      Benefits.

            


    

     

    The
Employee shall be entitled to the following benefits, commencing
immediately:

     

    (a)
Sick
Leave. The
Employee shall be entitled to twelve (12) working days of sick leave each year.
The Employee may carry forward any unused sick leave, not to exceed the
maximum prescribed by law, but shall not be entitled to any payment for unused
sick leave.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Vacation. The
Employee shall he entitled to an annual vacation of twenty four (24) working
days per year. A “working day” stall mean Sunday to Thursday inclusive. The
Employee may carry forward the unused portion of such vacation for one (1) year,
following which, all such unused vacation shall not be accumulated and shall be
lost. Subject to the provision of due and reasonable prior notice, the Companies
may require the Employee to take leave and such leave will be deducted from the
vacation days to which the Employee is entitled under this
Agreement.

     

    (c) Annual Recreation Allowance
(Dme’i Havra’a). The
Employee shall be entitled to annual recreation allowance, according to
applicable law.

     

    (d) Manager’s
Insurance. The
Companies shall contribute each month an amount equal to 13-1/3% of the Salary
for the preceding month to a Managers Insurance (Bituach Menahalim) policy
(the “Policy”) through
an agency and with an insurance company, to be selected by the Companies, to be
divided as follows: (i) 8-1/3% towards severance pay (the “Company’s Severance Contribution”); and
(ii) 5% toward provident (compensation) payments, subject to deduction of 5%
from the Employee’s Salary, as detailed below. In addition the Companies shall
pay up to 2-1/2% of the Salary towards loss of working capacity disability
insurance (depending on the cost to the Companies necessary to provide coverage)
to be purchased by the Companies from an insurance agency of its choice. The
Employee agrees that the Companies shall deduct from the Salary an amount equal
to 5% of the Salary for the preceding month, and shall pay such amount as
premium payable in respect of the provident compensation component of the
Policy.

     

    (e) Education Fund
Contributions. At the
end of each month during the employment of Employee hereunder (on such day as is
consistent with the Companies’ general practices), the Companies shall pay an
amount equal to 7-1/2% of the Salary for the preceding month to an Education
Fund (Keren Hishtalmut)
designated by the Companies (the “Fund”), and the Employee agrees that the
Companies shall deduct from the Salary an amount equal to 2-1/2% of the Salary
for the preceding month and pay the same to the Fund. Use of these funds shall
be in accordance with the by-laws of such fund.

     

    (f) Additional
Benefits. The
Company shall provide the Employee with a mobile phone (the “Phone”) and a
laptop computer, all of which shall be used solely for the purpose of performing
the Services.

     

    (g) Company
Car. For the
purpose of fulfilling his duties, the Company will provide the Employee with a
leased car (the “Car”) and
will place the Car at his disposal under the terms of the Company’s general
leasing plan, and provided that the Employee sign the Company’s standard “Car
Policy” as may be in effect from time to time. The Employee’s use of the Car
will be pursuant to the following provisions:

     

    (i) The Car
can be reasonably used solely in Israel for recreational use. The Company will
bear all costs related to the use and upkeep of the Car in accordance with the
Company’s Car Policy and excluding any fines for traffic related violations and
alike. Such payments shall be the Employee’s responsibility and should be paid
immediately when required by applicable law.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) The
Employee hereby represents and warrants that he read and understands the leasing
agreement with the leasing company and the Company’s Car Policy; and by
executing this Agreement, he undertakes upon himself all of the Company’s
obligations, towards the leasing company, concerning the use, upkeep,
maintenance and operation of the Car.

     

    (iii) Immediately
upon the conclusion of the employer-employee relationship, the Employee shall
make the Car available to the Company in proper working condition. The Car shall
not be used by the Employee as a lien.

     

    (iv) It is
hereby clarified that the Car shall not be a considered a salary component for
the purposes of determining the benefits to which the Employee is entitled to
under this Agreement.

     

    (h) Taxes on
Benefits. It is
hereby expressly agreed that all tax consequences of the benefits related to the
Phone and the Car shall be borne by the Companies.

     

    4. Bonus. In the
event the Parent receives aggregate proceeds of at least ten million US dollars
($10,000,000) from equity investments made in the Parent at any time following
the date hereof and until two (2) years following the first investment following
the date hereof, the Companies shall pay the Employee a one time bonus of one
hundred thousand US dollars ($100,000).

     

    5. Expenses. The
Employee shall be entitled to receive prompt reimbursement of all direct
expenses reasonably incurred in connection with the performance of the Services
hereunder in accordance with the Companies’ reimbursement policy in effect at
such time. The Employee hereby acknowledges that once reimbursement has been
received for goods purchased by the employee on behalf of the Companies, such
goods shall become the sole property of the Companies.

     

    6. Options. In
addition to the sixty thousand (60,000) options to purchase shares of Common
Stock of the Parent currently held by the Employee, the Parent shall grant the
Employee options (the “Options”) to
purchase one hundred fifteen thousand one hundred fifty six (115,156) shares of
Common Stock of the Parent at an exercise price of $0.01 per share, pursuant to
the terms and conditions of a Stock Option Agreement to be entered into between
the Parent and the Employee and subject to the Parent’s Stock Option Plan. The
Option shall be granted pursuant to Section 102 of the Income Tax Ordinance [New
Version], 1961 under the Capital Gains Track. The Options shall vest quarterly
over a period of three (3) years; provided however that in the event the
Employee is terminated, all of the Options not yet vested shall immediately vest
and all of the Employee’s rights in respect of the Options shall terminate sixty
(60) months from the date of termination; and further provided that upon the
Parent consummating any transaction that entails an M&A Transaction (as
defined below), all unvested Options shall be accelerated so that such Options
shall be immediately vested in full as of the date of such M&A Transaction.
“M&A Transaction” shall
mean: (i) any merger or consolidation of the Parent with or into any other
corporation or corporations, or the merger of any other corporation or
corporations into the Parent, or the sale of all or substantially all of the
Parent’s assets or shares, or any other corporate reorganization or transaction
in which control of the Parent is transferred, and in which, consolidation,
merger, sale of assets, sale of shares, reorganization or change of control
transaction, substantially all of the stockholders of the Parent receive cash or
securities of another corporation or corporations as a result of such,
consolidation, merger, sale of
assets, sale of shares, reorganization or change of control transaction, but
excluding a transaction in which shareholders of the Parent prior to the
transaction will maintain voting control of the resulting entity (or its parent)
immediately following the transaction; and (ii) the initial public offering of
the shares of the Parent. The Stock Option Agreement shall include a provision
allowing for a cashless exorcise. The Options shall terminate ten (10)
years following the date of grant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	7.	
              Term and
      Termination.

            


    

     

    (a) The term
of employment under this Agreement shall commence on the Commencement Date and
will continue until mutually agreed to by the parties or terminated under the
following circumstances:

     

    (i)
Death or
Disability. The
death or disability of Employee (for purposes of this Section 8, “disability”
shall be deemed to have occurred if Employee is unable, due to any physical or
mental disease or condition, to perform his normal duties of employment for (A)
two (2) successive months, or (8) one hundred twenty (120) days in any
twelve (12)-month period;

     

    (ii)
Cause. Either
of the Companies may terminate the Employee’s employment for Cause, in which
case (subject to applicable law) employment shall cease immediately. For
purposes of this Agreement, “Cause” shall
mean and include: (a) conviction of any felony involving moral turpitude
affecting the Parent or its subsidiaries; (b) action taken by the Employee
intentionally to harm either of the Companies; (c) embezzlement of funds of the
Parent or its subsidiaries; (d) falsification of records or reports; (e)
ownership, direct or indirect, of an interest in a person or entity (other than
a minority interest in a publicly traded company) in competition with the
products or services of the Company, the Parent or its subsidiaries, including
those products or services contemplated in a plan adopted by the Company’s or
Parent’s Board of Directors; (f) any breach of the Employee’s fiduciary duties
or duties of care to the Parent or Company (except for conduct taken in good
faith) which, to the extent such breach is curable, has not been cured by
Employee within fifteen (15) days after his receipt of notice thereof from
Parent or Company, as applicable, containing a description of the breach or
breaches alleged to have occurred; (g) any material breach of this Agreement
which has not been cured by Employee within fifteen (15) days after his receipt
of notice thereof from Company or Parent, as applicable, containing a
description of the breach or breaches alleged to have occurred; (h) any breach
of the Proprietary Information, Non-Competition and Assignment of Inventions
Agreement in the form attached hereto as Exhibit A, by the
Employee; and (i) any other act or omission that constitutes “cause” under the
laws of any jurisdiction in which the Company or Parent conducts its business
and in which the Employee is employed at the time of such act. In the event of
termination for Cause, the Employee’s entitlement to severance pay will be
subject to Sections 16 and 17 of the Severance Pay Law 5713 - 1953 (the
“Severance Law”).

     

    (iii) Termination by
Parties. Each
party may terminate this agreement for any reason and without the obligation to
provide a reason or conduct any prior hearing, upon providing four (4) months
prior written notice to the other party. The Employee acknowledges and agrees
that he has been given ample opportunity to consider the aforesaid waiver and
further acknowledges that the Salary includes due consideration for such
waiver.

     

    (b) During
the period following notice of termination by any party for any reason, the
Employee shall cooperate with the Companies and use his best efforts to assist
the integration
into the Companies organization of the person or persons who will assume the
Employee’s responsibilities. The Companies, in their sole discretion, reserve
the right to cease the Employee’s employment without notice and pay him the
Salary for the notice period he is entitled to.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) In the
event of any termination of his employment for whatever the reason, unless
otherwise agreed by the parties, the Employee will promptly deliver to the
Companies all (i) documents, data, records and other information pertaining to
his employment or any Proprietary Information (as defined in Exhibit A) or
Company Intellectual Property (as defined in Exhibit A), and
(ii) any other equipment belonging to the Companies in the Employee’s
possession, and the Employee will not take with his any documents or data, or
any reproduction or excerpt of any documents or data, containing or pertaining
to his employment or any Proprietary Information or Company Intellectual
Property.

     

    (d) Upon
termination pursuant to this Section 8, Employee (or his estate or guardian in
the event of termination pursuant to subsection 8(a)(i) above) shall be entitled
to receive the Salary accrued but unpaid as of the date of termination, and
accrued vacation pay and all other payments required by law, except that if such
termination occurs in the circumstances set forth in Sections 16 and 17 of the
Severance Law, the Companies shall not be obligated to transfer, or cause to be
transferred, to Employee the Company’s Severance Contribution comprising a
portion of the Policy.

     

    8. Employee Proprietary
Information, Non-Competition and Assignment of Inventions
Agreement. The
Employee shall execute the Proprietary Information, Non-Competition and
Assignment of Inventions Agreement in the form attached hereto as Exhibit A.

     

    9. Reserve
Duty. The
Employee shall continue to receive the Salary and such other benefits set forth
in this Agreement provided for hereunder during periods of military reserve
duty, provided that the Employee supplies the Company with the army form for the
National Insurance Institute. The Employee hereby assigns and undertakes to pay
to the Company any amounts received from The National Insurance Institute as
compensation for such reserve duty service.

     

    10. Notice. For the
purpose of this Agreement, notices and all other communications provided for in
the Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by registered mail, email, postage prepaid,
addressed to the respective addresses listed above or last given by each party
to the other, except that notice of change of address shall be effective only
upon receipt.

     

    
      	
            	11.	
              Miscellaneous.

            


    

     

    (a) 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 the
Employee and the Company. Failure by any party to enforce any provision of this
Agreement will not be deemed a waiver of future enforcement of that or any other
provision.

     

    (b) This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Israel, without giving effect to the rules respecting
conflicts-of-law. All references to applicable law are deemed to include all
applicable and relevant laws and ordinances and all regulations and orders
promulgated there under, unless the context otherwise requires.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.

     

    (d) This
Agreement and the Proprietary Information, Non-Competition and Assignment of
Inventions Agreement constitute the entire agreement between the parties hereto
and supersedes all prior agreements, understandings and arrangements, oral or
written, between the parties hereto with respect to the subject matter hereof.
No agreement or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made either party which are not
expressly set forth in this Agreement.

     

    (e) Neither
this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Employee, his beneficiaries or legal representatives, except
by will or by the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Employee’s legal personal
representative.

     

    (f) The
provisions of the Proprietary Information, Non-Competition and Agreement of
Inventions Agreement attached hereto as Exhibit A shall
survive the recession or termination, for any reason, of this Agreement, and
shall survive the termination of the Employee’s employment with the
Company.

     

    (g) The
section headings contained herein are for reference purposes only and shall not
in any way affect the meaning or interpretation of this Agreement. All
references in the masculine form include the feminine and vice
versa.

     

    (h) The
parties agree that this Agreement constitutes, among others, notification in
accordance with the Notice to Employees (Employment Terms) Law, 2002. Nothing in
this agreement shall derogate from the Employee’s rights according to applicable
law.

     

    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Employee has executed this Agreement as of April
4, 2006.

     

    
      	
              Company:

            	 	 	
              Employee:

            
	
              BIOCANCELL
      THERAPEUTICS LTD.

              By:
      Avraham Hochberg, Amir Hasidim

              Title:
      Chairman, CFO

            	 	 	
               

              Name:
      Avi Barak

            
	
               

              /s/
      Dr. A. Hochberg

            	 	 	
               

              /s/
      Avi Barak

            
	
              

              Signature:

               

              Parent:

            	 	 	
              

              Signature

            


    

     

    
      	
              BIOCANCELL
      THERAPEUTICS, INC.

              By:
      Avraham Hochberg, Amir Hasidim

              Title:
      Chairman, CFO

            	 	 	 
	
               

              /s/
      Dr. A. Hochberg

            	 	 	 
	
              

              Signature:

            	 	 	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    EXHIBIT A

     

    EMPLOYEE PROPRIETARY INFORMATION, NON-COMPETITION AND INVENTIONS AGREEMENT

     

    I
acknowledge that as a result of my employment, I may develop, receive, or
otherwise have access to confidential or proprietary information, which is of
value to BioCancell Therapeutics Ltd. and BioCancell Therapeutics, Inc.
(together with any affiliate, parent company or subsidiary, the “Company”). I
therefore agree, as a condition of my employment, as follows:

     

    1. Nondisclosure.

     

    1.1 Recognition of Company’s
Rights; Nondisclosure. At all
times during my employment and thereafter, I will hold in strictest confidence
and will not disclose, use, lecture upon or publish any of the Company’s
Proprietary Information (defined below), except as such disclosure, use or
publication may be required in connection with my work for the Company, or
unless an officer of the Company expressly authorizes such in writing. I will
obtain the Company’s written approval before publishing or submitting for
publication any material (written, verbal, or otherwise) that relates to my work
at the Company and/or incorporates any Company’s Proprietary Information. I
hereby assign to the Company, without any further royalty or payment, any rights
I may have or acquire in such Proprietary Information and recognize that all
Proprietary Information shall be the sole properly of the Company and its
assigns.

     

    1.2 Proprietary
Information. The
term “Proprietary Information” shall
mean any and all confidential and/or proprietary knowledge, data or information
of the Company. By way of illustration but not limitation, “Proprietary
Information”
includes (a) trade secrets, inventions, mask works, ideas, processes, formulas,
source and object codes, data, programs, other works of authorship, know-how,
improvements, discoveries, developments, designs and techniques including such
developed by me during my employment in the Company’s field of business,
research or development, (excluding inventions not assignable under Section 2.5,
hereinafter collectively referred to as “Inventions”); and
(b) information regarding plans for research, development, new products,
marketing and selling, business plans, budgets and unpublished financial
statements, licenses, prices, and costs, suppliers and customers; and (c)
information regarding the skills and compensation of other employees of the
Company. Notwithstanding the foregoing, it is understood that, at all such
times, I am free to use information which is generally known in the trade or
industry, which is not gained as result of a breach of this Agreement, to
whatever extent and in whichever way I wish.

     

    1.3 Third Party
Information. I
understand, in addition, that the Company has received and in the future
will receive from third parties confidential or proprietary information
(“Third Party Information”) 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. During the term of
my employment and thereafter, I will hold Third Party information in the
strictest confidence and will not disclose to anyone (other than Company
personnel who need to know such Information in connection with their work for
the Company) or use, except in connection with my work for the Company, Third
Party Information unless expressly authorized by an officer of the Company in
writing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4 No Improper Use of
Information of Prior Employers and Others. During my employment
with the Company, I will not improperly use or disclose any confidential
information or trade secrets, if any, of any former employer or any other person
to whom I have an obligation of confidentiality, and I will not bring onto
the premises of the Company any unpublished documents or any property belonging
to any former employer or any other person to whom I have an obligation of
confidentiality unless consented to in writing by that former employer or
person.

     

    2. Assignment of
Inventions.

     

    2.1 Proprietary
Rights. The
term “Proprietary Rights” shall
mean all trade secret, patent, copyright, mask work and other intellectual
property rights throughout the world.

     

    2.2 Prior
Inventions. I
hereby confirm that all rights that I may have in any and all Inventions, are in
the sole ownership of the Company. I hereby transfer and assign in whole to the
Company any and all of my rights, title and interest in any and all Inventions.
If ever any doubt shall arise as to the Company’s rights or title in the
Property Rights and it shall be asserted that I, allegedly, am the owner of any
such rights or title, then I hereby irrevocably transfer and assign in whole to
the Company without any further royalty or payment any and all of my rights,
title and interest in any and all Inventions I have attached hereto as
Schedule
A, a
complete list of all inventions to which I claim ownership (the “Prior Inventions”) and
that I desire to remove from the operation of this Agreement, and I acknowledge
and agree that such list is complete. If no such list is attached to this
Agreement, I represent that I have no such Inventions at the time of signing
this Agreements. The Prior Inventions, if any, patented or unpatented, are
excluded from the scope of this Agreement. If, in the course of my employment
with the Company, I incorporate a Prior Invention into a Company product,
process or machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I
will not incorporate, or permit to be incorporated, Prior Inventions in any
Company Inventions without the Company’s prior written consent.

     

    2.3 Disclosure of
Inventions. I will
promptly disclose in writing to the Company all Inventions, made or discovered
or conceived or reduced to practice or developed by me, either alone or jointly
with others, during the term of my employment. I will also disclose to the
Company all Inventions made, discovered, conceived, reduced to practice, or
developed by me within six (6)
months
after the termination of my employment with the Company which resulted, in whole
or in part, from my prior employment by the Company and related to the Company’s
business. Such disclosures shall be received by the Company in confidence (to
the extent such Inventions are not assigned to the Company pursuant to this
Agreement.

     

    2.4 Assignment of
Inventions. Subject
to Sections 2.5, and 2.6, I hereby assign and agree to assign in the future
(when any such Inventions or Proprietary Rights are first reduced to practice or
first fixed in a tangible medium, as applicable) to the Company all my right,
title and interest in and to any and all Inventions (and all Proprietary Rights
with respect thereto) whether or not patentable or registrable under copyright
or similar statutes, made or conceived or reduced to practice or learned by me,
either alone or jointly with others, during the period of my employment with the
Company. Inventions assigned to the Company, or to a third party as directed by
the Company pursuant to this Section 2, are hereinafter referred to as “Company
Inventions.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.5 Nonassignable
Inventions. This
Agreement will not be deemed to require assignment of any invention which was
developed entirely on my own time without using the Company’s equipment,
supplies, facilities, or Proprietary Information and neither related to the
Company’s actual business, research or development, nor resulted from work
performed by me for the Company.

     

    2.6 Government or Third
Party. I also
agree to assign all my right, title and interest in and to any particular
Company Invention to any third party, including without limitation government
agency, as directed by the Company.

     

    2.7 Works Made for
Hire. I
acknowledge that all original works of authorship which are made by me (solely
or jointly with others) within the scope of my employment and which are
protectable by copyright are the sole property of the Company pursuant to
applicable copyright law.

     

    2.8 Assignment or Waiver of
Moral Rights. Any
assignment of copyright hereunder (and any ownership of a copyright as a work
made for hire) includes all rights of paternity, integrity, disclosure and
withdrawal and any other rights that may be known as or referred to as “moral
rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be
assigned under applicable law and to the extent the following is allowed by the
laws in the various countries where Moral Rights exist, I hereby waive such
Moral Rights and consent to any action of the Company that would violate such
Moral Rights in the absence of such consent.

     

    2.9 Enforcement of Proprietary
Rights. I will
assist the Company in every proper way to obtain, and from time to time enforce,
any Proprietary Rights relating to Company Inventions in any and all countries.
To that end I will execute, verify and deliver such documents and perform such
other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining
and enforcing such Proprietary Rights and the assignment thereof. In addition, I
will execute, verify and deliver assignments of such Proprietary Rights to the
Company or its designee. My obligation to assist the Company with respect to
Proprietary Rights relating to such Company Inventions in any and all countries
shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after my termination for the time actually
spent by me at the Company’s request on such assistance.

     

    In the
event the Company is unable for any reason, after reasonable effort, to secure
my signature on any document needed in connection with the actions specified in
the preceding paragraph, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact,
which appointment is coupled with an interest, to act for and in my behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph with the same
legal force and effect as if executed by me. I hereby waive and quitclaim to the
Company any and all claims, of any nature whatsoever, which I now or may
hereafter have for infringement of any Proprietary Rights assigned hereunder to
the Company.

     

    2.10 For the
removal of any doubt, it is hereby clarified that the provisions contained in
Sections 2.2, 2.3 and 2.4 above will apply also to any “Service Inventions” as
defined in the Israeli Patent Law, 1967 (the “Patent Law”).
However, in no event will such Service Invention become the property of the
Employee and the provisions contained in Section 132(b) of the Patent Law shall
not apply unless the Company provides in writing otherwise.
The Employee will not be entitled to royalties or other payment with regard to
any Prior Inventions, Company Inventions, Service Inventions or any of the
intellectual property rights set forth above, including any commercialization of
such Prior Inventions, Company Inventions, Service Inventions or other
intellectual property rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Records. I agree
to keep and
maintain adequate and current records (in the form of notes, sketches, drawings
and in any other form that may be required by the Company) of all Proprietary
Information developed by me and all Inventions made by me during the period of
my employment at the Company, which records shall be available to and remain the
sole property of the Company at all times.

     

    4. Competitive
Activities. I agree
that, during the period of my employment by the Company and for a period of one
(1) year thereafter. I will not, directly or indirectly, engage in any
employment or business activity, or hold an interest in any business, which is
competitive with the business of the Company; provided, however, that I may
purchase or otherwise acquire up to (but not more than) one percent (1%) of any
class of securities of any enterprise (but without otherwise participating in
the activities of such enterprise) if such securities are listed on any national
or regional securities exchange. I further agree that for the period of my
employment by the Company and for a period of one (1) year thereafter, I will
not induce any employee of the Company to leave the employ of the
Company.

     

    5. No Conflicting
Obligation. I
represent that my performance of all the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep in
confidence information acquired by me in confidence or in trust prior to my
employment by the Company. I have not entered into, and I agree I will not enter
into, any agreement either written or oral in conflict herewith.

     

    6. Return of Company
Documents. When I
leave the employ of the Company, I will promptly deliver to the Company any and
all drawings, notes, memoranda, specifications, devices, formulas, and
documents, together with all copies thereof, and any other material containing
or disclosing any Company Inventions, Third Party Information or Proprietary
Information of the Company.

     

    7. Notification
of New Employer. In the event that I leave the employ of the Company, I
hereby consent to the notification of my new employer of my rights and
obligations under this Agreement.

     

    8. General
Provisions.

     

    8.1 Severability. In case
any one or more of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the other provisions
of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. If moreover,
any one or more of the provisions contained in this Agreement shall for any
reason be held to be excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting and reducing
it, so as to be enforceable to the extent compatible with the applicable law as
it shall then appear.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.2 Successors and
Assigns. This
Agreement will be binding upon my heirs, executors, administrators and other
legal representatives and will be for the benefit of the Company, its
successors, and its assigns.

     

    8.3 Survival. The
provisions of this Agreement shall survive the termination of my employment and
the assignment of this Agreement by the Company to any successor in interest or
other assignee.

     

    8.4 Waiver. No
waiver by the Company of any breach of this Agreement shall be a waiver of any
preceding or succeeding breach. No waiver by the Company of any right under this
Agreement shall be construed as a waiver of any other right. The Company shall
not be required to give notice to enforce strict adherence to all terms of this
Agreement.

     

    8.5 Entire
Agreement. The
obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any
time during which I was previously employed, or am in the future employed, by
the Company as a consultant if no other agreement governs nondisclosure and
assignment of inventions during such period. This Agreement is the final,
complete and exclusive agreement of the parties with respect to the subject
matter hereof and supersedes and merges all prior discussions or agreements
between us with respect to the subject matter hereof. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing and signed by both parties hereto. Any
subsequent change or changes in my duties, salary or compensation will not
affect the validity or scope of this Agreement.

     

    8.6 Governing
Law. This
Agreement shall be governed by, and construed in accordance with the laws of the
State of Israel, without giving effect to the rules respecting
conflict-of-law.

     

    8.7 Injunction. I
hereby agree that it would be difficult to measure damage to the Company from
any breach of the promises set forth in Sections 1, 2 and 4 hereof, and that
injury to the Company from any such breach would be impossible to calculate, and
that pecuniary damages would therefore be an inadequate remedy for any such
breach. Accordingly, I hereby agree that if I breach any provision of Section 1,
2 and 4 hereof, the Company will be entitled, in addition to all other remedies
it may have, to an injunction or other appropriate orders to restrain any such
breach by me without showing or proving any actual damage sustained by the
Company.

     

    This
Agreement shall be effective as of my first day of employment with the
Company.

     

    I HAVE
READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.

     

    ACCEPTED
AND AGREED TO:

     

    
      	
              BIOCANCELL
      THERAPEUTICS LTD.

            	 	
              Name:
      Avi Barak

            
	
              By:
      Avraham Hochberg, Amir Hasidim

            	 	 
	
              Title:
      Chairman, CFO

            	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	
              /s/
      Avraham
      Hochberg

            	 	 	
              /s/
      Avi Barak

            
	
              

              Signature:

            	 	 	
              

              Signature

            


    

     

    
      	
              BIOCANCELL
      THERAPEUTICS, INC.

              By:
      Avraham Hochberg, Amir Hasidim

              Title:
      Chairman, CFO

            	 	 	 
	
               

              /s/ Avraham
      Hochberg

            	 	 	 
	
              

              Signature:

            	 	 	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AMENDMENT TO EMPLOYMENT
AGREEMENT

     

    THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (the “Agreement”) is
entered into as of the date set forth below, by and between BIOCANCELL
THERAPEUTICS, INC., a corporation organized under the laws of the State of
Delaware (the “Parent”),
BIOCANCELL THERAPEUTICS LTD., a company organized under the laws of the State of
Israel and a fully owned subsidiary of the Parent, (the “Company” and
together with Parent, the “Companies”), and
Avi Barak, Israel Identity Number 030557953 of Tidhar 11, Ramat Gan, Israel,
Fax: 03-5745871, Email: avi.barak@biocancell.com (the
“Employee”).

     

    WHEREAS,
the Parent, the Company and the Employee have executed an Employment Agreement
effective as of January 1, 2006 (the “Agreement”);

     

    WHEREAS,
the parties wish to amend the Agreement on the terms and conditions hereinafter
set forth.

     

    NOW,
THEREFORE, the parties agree as follows:

     

    1. This
Amendment constitutes an integral part of the Agreement and sets forth the
amendment agreed upon by the parties thereto. Any capitalized term not defined
herein shall have the same meaning ascribed to it in the SPA.

     

    2. The first
paragraph of Section 7(a) is hereby amended and restated in its entirety as
follows:

     

    “(a) The
term of employment under this Agreement shall commence on the Commencement Date
and will continue for a period of three (3) years or until mutually agreed
to by the parties or terminated under the following circumstances:”

     

    3. In the
event of any inconsistency or conflicts between the provisions of the Agreement
the provisions of this Amendment or any other document between the parties, this
Amendment shall prevail and govern. Except as specifically amended herein, all
terms, definitions and conditions of the Agreement and related exhibits and
schedules remain in full force and effect.

     

    4. This
Amendment shall be construed in accordance with, and governed in all respects
by, the internal laws of the State of Israel (without giving effect to
principles of conflicts of laws). Each party to this Amendment consents to the
exclusive jurisdiction and venue of the courts of District of Tel Aviv-Jaffa in
the State of Israel.

     

    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Employee has executed this Agreement as of May
17, 2006.

     

    
      	
              Company:

            	 	 	
              Employee:

            
	
              BIOCANCELL
      THERAPEUTICS LTD.

              By:
      Avraham Hochberg, Amir Hasidim

              Title:
      Chairman, CFO

            	 	 	
               

              Name:
      Avi Barak

            
	
               

              /s/
      Dr. A. Hochberg

            	 	 	
               

              /s/
      Avi Barak

            
	
              

              Signature:

               

              Parent:

            	 	 	
              

              Signature

            


    

     

      	
              BIOCANCELL
      THERAPEUTICS, INC.

              By:
      Avraham Hochberg, Amir Hasidim

              Title:
      Chairman, CFO

            	 	 	 
	
               

              /s/
      Dr. A. Hochberg

            	 	 	 
	
              

              Signature: