Unassociated Document


    
      EXHIBIT
10.11

       

      EMPLOYMENT
AGREEMENT

       

      THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the date set forth
below, by and between BIOCANCELL THERAPEUTICS LTD., a company organized under
the laws of the State of Israel, (the “Company”) and
Patricia Ohana, Israel Identity Number 15178999 of Peretz Berenstein 6/14,
Jerusalem, Email Address pohana@huji.ac.il (the “Employee”) to be
effective as of February 1, 2006 (the “Commencement Date”).

       

      WHEREAS,
the Company desires to employ the Employee as its Lab Manager and the Employee
desires to serve in such position and engage in such employment, on the terns
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 Lab Manager commencing on the
Commencement Date and the Employee agrees to be employed by the Company 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 Lab Manager including
supervising the company’s Clinical Trials and the Employee hereby declares that
the Employee’s background, education and professional standing are commensurate
with her position hereunder. The Employee shall be under the direct supervision
of and comply with the directives of the management of the Company. Any change
in the Employee’s supervisor or the title of the supervisor will not constitute
a material reduction in the Employee’s employment terms or be deemed
circumstances in which the Employee will not be required to continue
working.

       

      (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 seventy five percent (75%) of
her working time to the business and affairs of the Company as required in order
to discharge the responsibilities assigned to the Employee hereunder. During the
term of this Agreement and except as listed on Exhibit A attached
hereto, 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 her performance hereunder, with or without compensation, for herself or
for any other person, firm or company, without the prior written consent of the
Company.

       

      (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 Company
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 Company
that the execution and delivery by her of this Agreement and the fulfillment and
performance of the terms hereof: (i) does not conflict with any agreement by
which she is bound and (ii) does not require the consent of any person or
entity. The Employee represents and warrants that she will not use during the
course of her employment with the Company 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 her 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 her activities which she will
perform for the Company and as such, the Employee will not be entitled to
remuneration according to the Work Hours and Rest Law, 1951.

       

      2. Salary.

       

      (a) The
Company shall pay Employee an aggregate monthly salary of eighteen thousand New
Israeli Shekels (NIS 18,000) (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 Company’s 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 Company 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.

       

      (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 she 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 Eighteen (18) 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 be entitled to an annual vacation of eighteen (18) working days
per year. A “working day” shall 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 Company
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
Company shall contribute each month an amount equal to 14-1/3% of the Salary for
the preceding month to a Pension Fund or Managers Insurance (Bituach Menahalim) policy
(the “Policy”)
through an agency and with an insurance company, to be selected by (the Company,
to be divided as follows: (i) 8-1/3% towards severance pay (the “Company’s Severance
Contribution”); and
(ii) 7% toward provident (compensation) payments, subject to deduction of
6.5%
from the
Employee’s Salary, as detailed below. In addition the Company shall pay up to
2-1/2% of the Salary towards loss of working capacity disability insurance
(depending on the cost to the Company necessary to provide coverage) and
additional life insurance to be purchased by the Company from an insurance
agency of its choice. The Employee agrees that the Company shall deduct from the
Salary an amount equal to 6.5% 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 Company’s general practices), the Company shall pay an
amount equal to 7-1/2% of the Salary for the preceding month to an Education
Fund (Keren Hishtalmat)
designated by the Company (the “Fund”), and
the Employee agrees that the Company 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) The
Company shall pay into the Policy and Fund up to the amount recognized as tax
free by the tax authorities, from time to time (the “Maximum Amount”),
provided, that in the event that following the date hereof, the Maximum Amount
is decreased below the level in effect as of the date of this Agreement, the
Company will continue to contribute to the Policy and/or Fund, as applicable, up
to the Maximum Amount in effect as of the date of this Agreement and the
Employee will bear any taxes, as a result of such contribution.

       

      (g) Additional
Benefits. The
Company shall provide the Employee with a mobile phone, telephone line, and an
ADSL/Cable Internet connection at her home; which shall be used solely for the
purpose of performing her services under this Agreement and shall be returned to
the Company upon termination of this Agreement. It is hereby expressly agreed
that all tax consequences of the benefits related to the mobile phone and
Internet connection shall be borne by the Employee and that the Company may
deduct at source any applicable tax amount.

       

      (h) Company
Car. For the
purpose of fulfilling her duties, the Company will provide the Employee with a
leased car (the “Car”) and will place the Car at her 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 she read and understands the
leasing agreement with the leasing company and the Company’s Car Policy; and by
executing this Agreement, she undertakes upon herself all of the Company’s
obligations, towards the leasing company, concerning the use, upkeep,
maintenance and operation of the Car.

       

      (iii) It is
hereby expressly agreed that all tax consequences of the benefits related to the
Car shall be borne by the Employee and that the Company may deduct at source the
appropriate income tax amount.

       

      (iv) 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 he used by the Employee as a lien.

       

      (v) 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.

       

      (vi) Notwithstanding
anything to the contrary in this Section 3(h), the Car shall be made available
for the use of other employees of the Company as may be determined by the
Company, in its sole discretion.

       

      4. Expenses. The
Employee shall be entitled to receive prompt reimbursement of all direct
expenses for which she has received the prior approval of the Company to incur,
upon submitting written receipts and/or invoices evidencing such expenses. The
Employee hereby acknowledges that once reimbursement has been received for goods
purchased by Employee on behalf of the Company, such goods shall become the sole
property of the Company.

       

      5. Options. Subject
to the terms and conditions of the Company’s share option plan, and subject to
the approval of the Company’s Board of Directors, the Employee shall be entitled
to receive, options to purchase Ordinary Shares of the Company with the number,
exercise price and terms of exercise which will he determined by the Board of
Directors.

       

      6. Term and
Termination.

       

      (a) The term
of employment under this Agreement shall commence on the Commencement Date and
will continue for a period of three (3) years unless otherwise 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 5,
“disability” shall be deemed to have occurred if Employee is unable, due to any
physical or mental disease or condition, to perform her normal duties of
employment for (A) two (2) successive months, or (B) one hundred twenty (120)
days in any twelve (12)-month period;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ii) Cause. The
Company may terminate the Employee’s employment for Cause, in which case
(subject to applicable law) employment shall cease immediately. For purposes of
this Agreement, termination for “Cause” shall mean and include: (a) conviction
of any felony involving moral turpitude affecting the Company or its
subsidiaries; (b) action taken by the Employee intentionally to harm the
Company; (c) embezzlement of funds of the Company 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 or
its subsidiaries, including those products or services contemplated in a plan
adopted by the Company’s Board of Directors; (f) any breach of the Employee’s
fiduciary duties or duties of care to the 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 its receipt of notice thereof from
Company 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 its receipt of notice thereof from
Company 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
B, by the
Employee; and (i) any other act or omission that constitutes “cause” under the
laws of any jurisdiction in which the Company 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 ninety (90) days
prior written notice to the other party; provided however, that for the first
six (6) months following the Commencement Date, the Company may terminate this
Agreement subject only to the minimum notice period required by law. The
Employee acknowledges and agrees that she 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 Company and use her best efforts to assist the
integration into the Company’s organization of the person or persons who will
assume the Employee’s responsibilities. The Company, in its sole discretion,
reserves the right to cease the Employee’s employment without notice and pay her
the Salary for the notice period she is entitled to.

       

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

       

      (d) Upon
termination pursuant to this Section 5,
Employee (or her estate or guardian in the event of termination pursuant to
subsection 5(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 Company 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 B.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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 he 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 content 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 Confidentiality and Invention Assignment 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, her 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 B 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______, 2006.

       

      
        	
                Company:

              	 	 	
                Employee:

              
	
                 

                BIOCANCELL
      THERAPEUTICS LTD.

              	 	 	 
	
                By:
      Amir Hasidim

              	 	 	
                Name:
      Patricia Ohana

              
	
                Title:
      CFO

                 

              	 	 	 
	 /s/
      Amir Hasidim	 	 	 /s/
      Patricia Ohana
	
                

                Signature:

              	 	 	
                

                Signature

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit A

       

      Additional
Positions

       

       

      1. Prof.
Hochberg’s lab, Hebrew University, Jerusalem, Israel

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit B

      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. (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 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 lime 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 to 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
shaft 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 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.

       

      ACCEPTED
AND AGREED TO:

       

      
        
          	
                  Company:

                	 	 	
                  Employee:

                
	
                   

                  BIOCANCELL
      THERAPEUTICS LTD.

                	 	 	 
	
                  By:
      Amir Hasidim

                	 	 	 
	
                  Title:
      CFO

                	 	 	
                  Name:
      Patricia Ohana

                
	
                   

                   /s/
      Amir Hasidim

                	 	 	 /s/
      Patricia Ohana
	
                  

                  Signature:

                  
                    Date________

                  

                	 	 	
                  

                  
                    Signature

                  

                  Date________