Unassociated Document


    EXHIBIT 10.9


     

    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
Ira Weinstein, Israel Identity Number 015476542 of Mishol Uzrad 5/3, Jerusalem,
Israel, Fax: 02-587-0869, Email: ira.weinstein@gmail.com (the “Employee”) to be
effective as of May 1, 2007 (the “Commencement Date”).

     

    WHEREAS,
the Parent and Company desires to employ the Employee as its Chief
Financial Officer and Chief Operating Officer 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 Financial Officer and Chief
Operating Officer and the Parent shall employ the Employee as its Chief
Financial Officer and Chief Operating 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 its Chief Financial
Officer and Chief Operating Officer (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 CEO of
the company.

     

    (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).

     

    
      
        
        

      

      
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    (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 in NIS equal to
$8,000 (eight thousand) US dollars according to the representative exchange rate
of NIS/US dollars on the date of payment (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 of expenses for transportation to and from the Employee’s
workplace which shall be paid in addition to the Salary.

     

    (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.

     

    3.
Employee
Benefits.

     

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

     

    (a)
Sick
Leave. The
Employee shall be entitled to sick leave each year as provided by law. 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 be entitled to an annual vacation of 22 working days per year. A
“working day” shall mean Sunday to Thursday inclusive. This shall increase one
(1) day annually up to a maximum of 24 working days. 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.

     

    
      
        
        

      

      
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    (c)
Annual Recreation Allowance
(Dme’j 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 Employee, 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-l/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. 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. In the event that
there is a difference in the Employee’s favor between the amount to which he is
entitled to receive pursuant to the Severance Compensation Law – 1963 and the
severance payment amount (including linkage and interest) that is in the
Managers Insurance, the Company shall pay that difference. The Company shall be
obligated to pay such difference whether the termination of the Employee’s
employment is at the Employee’s initiative or the Company’s, except in the case
of termination pursuant to paragraph 6, below. Notwithstanding the foregoing, in
any event of termination without Cause, as defined herein and below, whether
initiated by the Company or the Employee, the amount accumulated in the Managers
Insurance shall be released and transferred to the Employee.

     

    (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 on 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.
Any amounts contributed by the Company and the Employee in terms hereof which
exceed the maximum permitted under the Law for tax purposes (the “Excess
Amounts”), shall be contributed to the Educational Fund, subject to withholding
requirements.

     

    (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. The Company will bear all of the Employee’s communication
(telephone, fax, Internet) and travel expenses spent by him for the company’s
purposes, against duly issued invoices and receipts and the taxes due from
them.

     

    (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 responsibly and should be paid immediately
when required by applicable law.

     

    
      
        
        

      

      
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    (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. The Companies shall arrange
the use of the Car for family members.

     

    (iii)
Immediately upon the conclusion of the employer-employee relationship, the
Employee shall make the Car available to the Company in proper making 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 and communication expenses shall be borne by the Companies.
The Company shall provide the Employee with an appropriate company car, at or
equivalent to a standard level 3 (three) car (the “Company Car”) to be placed at
the Employee’s disposal, for his business and personal use. Taxes related to
these benefits shall be paid by the Company and shall not affect the Employee’s
net Salary.

     

    4.
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.

     

    5.
Options. The
Parent shall grant the Employee options (the “Options”) to
purchase 150,000 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 Options 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 exercise. The Options shall terminate ten (10) years
following the date of grant.

     

    
      
        
        

      

      
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    6.
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)
three (3) successive months, or (B) 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) intentional falsification of records or reports;
(e) direct ownership 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
thirty (30) 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 thirty (30) 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.

     

    
      
        
        

      

      
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    (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.

     

    7.
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.

     

    8.
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.

     

    9.
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.

     

    10.
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.

     

    
      
        
        

      

      
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    (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 Assignment of
Inventions Agreement attached hereto as Exhibit A shall
survive the rescission 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.

     

    
      	 	 	
              Employee:

            
	 	 	 
	 	 	
              Name:
      Ira Weinstein

            
	 	 	 
	 	 	
              /s/
      Ira Weinstein

            
	 	 	
              Signature

            
	 	 	 
	
              Company:

            	 	
              Company:

            
	 	 	 
	
              BIOCANCELL
      THERAPEUTICS LTD.

            	 	
              BIOCANCELL
      THERAPEUTICS LTD

            
	
              By:
      Avi Barak

            	 	
              By:
      Avraham Hochberg

            
	
              Title:
      CEO

            	 	
              Title:
      Chairman

            
	 	 	 
	
              /s/
      Avi Barak

            	 	
              /s/
      Avraham Hochberg

            
	
              Signature:

            	 	
              Signature:
    

            


    

     

    
      
        
        

      

      
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              Parent:

            	 	
              Parent:

            
	 	 	 
	
              BIOCANCELL
      THERAPEUTICS, INC.

            	 	
              BIOCANCELL
      THERAPEUTICS INC.

            
	
              By:
      Avi Barak

            	 	
              By:
      Avraham Hochberg

            
	
              Title:
      CEO

            	 	
              Title:
      Chairman

            
	 	 	 
	
              /s/
      Avi Barak

            	 	
              /s/
      Avraham Hochberg

            
	
              Signature:

            	 	
              Signature:
    

            


    

     

    
      
        
        

      

      
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      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 property 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 regaining plans for research, development, new products,
marketing and selling, business plans, budgets and unpublished financial
statements, licenses, prices and costs, supplied 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 Employer 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.

     

    
      
        
        

      

      
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    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-tree, 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”.

     

    
      
        
        

      

      
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    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 any 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 act forth above, including any commercialization of
such Prior Inventions, Company Inventions, Service Inventions or other
intellectual property rights.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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              ACCEPTED
      AND AGREED TO:

            	 	 
	 	 	 
	 	 	
              Name:
      Ira Weinstein

            
	 	 	 
	 	 	
              /s/
      Ira Weinstein

            
	 	 	
              Signature

            
	 	 	 
	
              Company:

            	 	
              Company:

            
	 	 	 
	
              BIOCANCELL
      THERAPEUTICS, LTD.

            	 	
              BIOCANCELL
      THERAPEUTICS LTD. 

            
	
              By:
      Avi Barak

            	 	
              By:
      Avraham Hochberg

            
	
              Title:
      CEO

            	 	
              Title:
      Chairman

            
	 	 	 
	
              /s/
      Avi Barak

            	 	
              /s/
      Avraham Hochberg

            
	
              Signature:

            	 	
              Signature:

            
	 	 	 
	
              Parent:

            	 	
              Parent:

            
	 	 	 
	
              BIOCANCELL
      THERAPEUTICS, INC.

            	 	
              BIOCANCELL
      THERAPEUTICS INC.

            
	
              By:
      Avi Barak

            	 	
              By:
      Avraham Hochberg

            
	
              Title:
      CEO

            	 	
              Title:
      Chairman

            
	 	 	 
	
              /s/
      Avi Barak

            	 	
              /s/
      Avraham Hochberg

            
	
              Signature:

            	 	
              Signature:

            


    

     

    
      
        
        

      

      
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