Unassociated Document


    EXHIBIT 10.12


     

    CONSULTING
AGREEMENT

     

    THIS
CONSULTING AGREEMENT (this “Agreement”) made as of the 15 day of February, 2007, by
and between BioCancell Therapeutics Ltd. a company organized under the laws of
the State of Israel company number 51-359785-61 (the “Company”) and Moshe Landsberg, Israel Identity Number
50774041 (the “Consultant”).

     

    WITNESSETH:

     

    WHEREAS,
the Company desires to retain the services of the Consultant, as an independent
contractor, and the Consultant wishes to furnish such services, on the terms and
conditions set forth herein.

     

    NOW,
THEREFORE, the parties agree as follows;

     

    
      
        	1.	
                Term.
      This Agreement shall be effective as of April 1st,
      2007 (the “Effective
      Date”),
      and shall continue in force until terminated in accordance with its terms
      (the “Term”).
      This Agreement may be terminated by either party as follows: (i) for the
      first twelve months following the Effective Date (the “First
      Period”)
      upon providing ninety (90) days advance written notice to the other
      party (with the Consultant receiving consideration as set forth in
      Sections 3 and 4 below for such ninety (90) day period), and (ii) as of
      the conclusion of the First Period: (A) if the Company is terminating the
      Agreement, upon providing one hundred twenty (120) days advance written
      notice to the Consultant and the Consultant shall continue to provide
      services to the Company in accordance with the Agreement for ninety (90)
      days (with the Consultant receiving consideration as set forth in Sections
      3 and 4 below for the full one hundred twenty (120) day period); and (B)
      if the Consultant is terminating the Agreements, upon providing sixty (60)
      days advance written notice to the Company (with the Consultant receiving
      consideration as set forth in Sections 3 and 4 below for such sixty (60)
      day period).

              


      

    

     

    
      	2.	
              Scope of
      Services.

            


    

     

    
      	
            	2.1	
              The
      Consultant shall serve as the Vice President of Technology of the Company
      and shall provide the services typically provided by a vice president of
      technology and the services set forth in Exhibit
      A
      and other services and duties as are requested of the Consultant by the
      Chief Executive Officer of the Company (the “Services”).
      In carrying out the Services, the Consultant shall work at the direction
      of and subject to the approval of, and shall report to the Chief Executive
      Officer of the Company. The Consultant shall devote the amount of time
      necessary for the successful performance of the Services, including
      working non-business hours.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.2	
              The
      Consultant agrees to devote a minimum of four (4) work days each week
      toward providing the Services, provided however that the Company may
      provide two (2) months prior notice to the Consultant that he commerce
      devoting five (5) work days per week toward providing the Services. A
      “work day” shall mean Sunday through Thursday,
  inclusive.

            


    

     

    
      	
            	2.3	
              The
      Consultant shall be entitled to be engaged in other occupations other than
      the services, as specified in Exhibit
      D.

            


    

     

    
      	3.	
              Consideration.
      In consideration for the Services, the Company agrees to pay the
      Consultant a fee of NIS 40,000 per month plus Value Added Tax (the
      “Consideration”),
      for so long as the Consultant is devoting four (4) work days per week
      toward the provision of the Services. Should the parties agree in
      accordance with Section 2.2, that the Consultant provides the Services for
      five (5) work days per week, the Consideration shall be increased to NIS
      50,000 per month plus Value Added Tax. The Consideration shall be linked
      to the Israeli Consumer Price Index, as published from time to time;
      provided however that the Consideration shall never be less than NIS
      40.000 or NIS 50,001, as
applicable.

            


    

     

    Options. As
additional consideration for the Services, the Consultant shall be granted
options to purchase two hundred thousand (200,000) shares of Common Stock of the
Company’s parent corporation, BioCancell Therapeutics, Inc. (the “Parent”), par value $0.01 each (the “Options”). The exercise price of the Options shall be
the average closing price of the Parent’s Common Stock on the Tel Aviv Stock
Exchange for the 22 trading days preceding the Effective Date. Sixteen and two
thirds percent (16.66%) of the Options shall vest and become exercisable at the
conclusion of the six month anniversary of the Effective Date, and an additional
eight and a one third percent (8.33%) of the Options shall vest and become
exercisable at the end of each quarter thereafter (i.e. March 31, June 30,
September 30, December 31), until fully vested; all subject to the Consultant’s
continued service with the Company. The Options shall be subject to the terms of
the Parent’s 2005 Stock Incentive Plan and its appendices (the “Plan”) and the
terms and conditions set forth in the Parent’s standard form of share option
agreement, which shall be executed by the Parent and Consultant prior to the
grant of the Options, including the applicable tax laws which will apply to the
grant of the Options
at the time of the grant; and will be, subject to the following paragraph,
governed by Section 102 of the Israeli Tax Ordinance and the relevant
regulations promulgated thereunder. At the one (1) year anniversary of the
Effective Date (the “Anniversary”), the
Consultant will be granted additional options to purchase sixty
thousand (60,000) shares of Common Stock of the Parent to the Consultant, with
the exercise price of such additional options being the average closing price of
the Parent’s Common Stock on the Tel Aviv Stock Exchange for the 22 trading days
preceding the Anniversary. These Options shall be subject to the terms of the
Parent’s 2007 Stock Incentive Plan and its appendices.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything to the contrary herein, in the event it is determined that the Options
are not subject to Section 102 of the Israeli Tax Ordinance and the relevant
regulations promulgated thereunder, then the Consultant shall bear all tax
consequences of such determination.

     

    In the
event of termination of this Agreement, by the Consultant, the Consultant may
exercise Options that have vested prior to the provision of notice of
termination for a period of:

     

    
      
        	(i)	
                Sixty
      (60) days after the notice of termination, if the Agreement is terminated
      during the First Period.

              


      

    

     

    
      	(ii)	
              Six
      (6) months after the notice of termination, if the Agreement is terminated
      during the period of twelve (12) months commencing at the end of the First
      Period.

            


    

     

    
      	(iii)	
              Two
      (2) years after the notice of termination, if the Agreement is terminated
      after more then twenty four (24) months following the Effective
      Date.

            


    

     

    In case
of contradiction between the terms of this Agreement and the terms of any of the
Stock incentive plans of the Company - the terms of this Agreement will
prevail.

     

    
      	
            	3.1	
              Company
      Car.
      During the Term of this Agreement, the Company will lease an automobile
      from a leasing company, chosen at the Company’s sole discretion, and will
      place such automobile at the disposal of the Consultant under the terms of
      the Company’s general leasing plan (to be provided to the Consultant upon
      provision of the automobile). The Consultant will be entitled to choose an
      automobile with a 1.8-2 liter engine from several options provided by
      the Company
      at its sole discretion, subject to reasonable availability of such
      automobile model. The Company shall bear all costs and payments related to
      the use and upkeep of the automobile and excluding any fines for traffic
      related violations and alike. Such fines shall be the Consultant’s
      responsibility and should be paid immediately when required by applicable
      law. The Consultant is entitled to use the automobile during non-working
      hours for his private needs.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	3.2	
              Laptop Computer and
      Cellular Phone.
      During the Term of
      this Agreement, the Company shall provide the Consultant with a laptop
      computer, the make and model of which shall be determined by the Company.
      Additionally, the Company shall provide the Consultant with a cellular
      phone. The Company shall reimburse the Consultant for expenditure and
      monthly bills in connection with such cellular
  phone.

            


    

     

    
      	
            	3.3	
              Annual
      Leave.
      The Consultant shall be entitled to twenty two (22) days annual leave. The
      Consultant may carry forward the unused portion of such vacation for one
      (1) additional year, following which, all such unused vacation shall not
      be accumulated and shall be lost. The Company may require the Consultant
      to take leave and such leave will be deducted from the leave days to which
      the Consultant is entitled under this Agreement. In the event of
      termination of this Agreement, for any reason, the Consultant shall be
      entitled to receive payment for accumulated and unused leave
      days.

            


    

     

    
      	
            	3.4	
              Annual Sick Days. The Consultant
      shall be entitled up to 12 sick days per year, in which the Consideration
      will be as it appears in Sections 3 and 4 of this Agreement. The
      Consultant shall not be entitled to any payment for unused sick
      days.

            


    

     

    
      	
            	3.5	
              Annual
      Bonus.
      The Consultant shall be eligible for an annual performance-based bonus in
      an amount of two monthly payments, unless the Company, in its sole
      discretion, decides to pay more than two monthly payments. Such bonus, if
      any, shall be granted based on the performance based milestones attached
      hereto as Exhibit
      B,
      which shall be revised every year by the mutual written agreement of the
      Chief Executive Officer and the
Consultant.

            


    

     

    
      	
            	3.6	
              Invoices.
      The Consultant shall provide the Company with a valid Value Added Tax
      receipt for all consideration hereunder, which shall be paid by the
      Company no later than nine (9) days following the receipt
      thereof.

            


    

     

    
      
        	
              	3.7	
                The
      Consultant recognizes that he shall not have the right to any remuneration
      or benefits that are not explicitly provided for in this Agreement,
      including any payments, rights or benefits of any kind that are afforded
      to other contractors, employees or service providers of the Company unless
      explicitly provided for in this
Agreement.

              


      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	4.	
              Expenses.
      The Consultant 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 Company’s reimbursement
      policy for its senior employees in effect at such time. The Consultant
      hereby acknowledges that once reimbursement has been received for goods
      purchased by Consultant on behalf of the Company, such goods shall become
      the sole property of the Company.

            


    

     

    
      	5.	
              Confidentiality.
      The Consultant undertakes to execute the attached Proprietary Information,
      Non-Competition and Inventions Agreement attached hereto as Exhibit
      C,
      which constitutes and integral part of this
  Agreement.

            


    

     

    
      	6.	
              No Breach of Previous
      Obligations.
      The Consultant represents that his service with the Company will not
      require him to violate or breach any obligation to or agreement or
      confidence with any previous or current employer or third party. No
      consent of any third party is required as a condition to the validity of
      this Agreement, and the Company will be under no obligation of payment or
      otherwise to any third party in connection with the Services. The
      Consultant shall indemnify and the hold the Company harmless from any and
      all losses (including, but without limitation, any and all claims suits,
      liabilities, damages, costs, expenses, charges and fees of whatever kind
      or nature (including reasonable attorney’s fees)) sustained or incurred by
      or asserted against the Company arising out of or in any way relating to
      any breach of the representation made in this Section
  6.

            


    

     

    
      	7.	
              Relationship of
      Parties; Indemnity.

            


    

     

    
      	
            	7.1	
              Independent Contractor
      Status.
      The Company and the Consultant agree that the Consultant is an
      “independent contractor” and that except as otherwise stated in this
      Agreement, the Company shall have no right to control or direct the manner
      in which the Consultant performs his duties and services under this
      Agreement. The Consultant understands and agrees that except as
      specifically provided in this Agreement, the Company does not grant to the
      Consultant the right or authority to make or give any agreement,
      statement, representation, warranty or other commitment, or to create any
      obligation of any kind, on behalf of the Company. This Agreement shall not
      be construed to create any relationship of employment, association,
      partnership or joint venture between the Company and the Consultant, nor
      shall it be construed to create any relationship other than that of
      principal and independent contractor between the Company and the
      Consultant. The Consultant is not an employee of the Company, and the
      Company shall not be obligated to treat the Consultant as an
      employee.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	7.2	
              In
      the event that the Company shall be demanded and/or obligated,
      to pay
      the Consultant any amount, or provide the Consultant or any third party,
      with any right deriving from the existence of an employer-employee
      relationship between the Consultant and the Company, the following
      provisions shall govern:

            


    

     

    
      	
            	a)	
              The
      remuneration due to the Consultant shall be equal to sixty eight percent
      (68%) or the Consideration (as defined in Section 3
  above).

            


    

     

    
      	
            	b)	
              The
      Company shall offset against any payments due to the Consultant as a
      result of such obligation, any amount paid to the Consultant or resulting
      from his services in excess of the Consideration. Should the offset amount
      be greater than the amount that the Consultant is entitled to receive as a
      result of his services, the Consultant shall pay the Company the
      difference upon the first request of the
  Company.

            


    

     

    
      	
            	7.3	
              The
      Consultant warrants and represents that (i) the Consultant is an
      independent contractor, owner of his own business, maintains a file as an
      independent contractor with the Income Tax Authorities, (ii) the
      Consultant is registered as an independent contractor with the National
      Insurance Institute and makes the required National Insurance Institute
      payments, (iii) the Consultant is registered
      with the VAT authorities as an “Osek Murshe”, and (iv) the Consultant
      maintains books of account according to law and regularly transfers all
      the obligatory payments relating to the management of his business, to the
      relevant Israeli authorities. Additionally, the Consultant undertakes to
      continue to make the required National Insurance Institute payments, and
      to provide the Company with receipts as proof thereof upon request by the
      Company

            


    

     

    
      	
            	7.4	
              The
      Consultant further represents, warrants, and confirms that the Company has
      offered him a position as a salaried employee, with all the benefits
      afforded thereto under law, and the Consultant, having been offered the
      choice, decided of his own volition and accord to work for the Company as
      an independent contractor.

            


    

     

    
      	8.	
              Miscellaneous.

            


    

     

    
      	
            	8.1.	
              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,
      postage prepaid, addressed to the respective addresses set forth below or
      last given by each party to the other, except that notice of change of
      address shall be effective only upon
receipt.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     The initial addresses of the
parties for purposes of this Agreement shall be as follows:

     

    
      	
               The
      Company:

            	 	
              BioCancell
      Therapeutics Ltd.

              8
      Hartom Street 

              Jerusalem
      97775

              Attention:
      Chief Executive Officer

              Fax:
      02-5486550

            
	 	 	 
	
               The
      Consultant

            	 	
              Moshe
      Landsberg

              5
      David Elazar St., Nes-Ziona 74027

              Fax:
      08-940-2612

            


    

     

    
      	
            	8.2	
              No
      Waiver.
      No provision of this Agreement may be modified, waived or discharge unless
      such waiver, modification or discharge is agreed to in writing and signed
      by the Consultant and the Company. No waiver by either party hereto at any
      time of any breach by the other party hereto of, or compliance with, any
      condition or provision of this Agreement to be performed by such other
      party shall be deemed a waiver of similar or dissimilar provisions or
      conditions at the same or at any prior or subsequent
  time.

            


    

     

    
      	
            	8.3	
              Governing
      Law.
      This Agreement shall be governed by and construed and enforced in
      accordance with the laws or the State of Israel without giving effect to
      the principles of conflict of law
thereof.

            


    

     

    
      	
            	8.4	
              Severability.
      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.

            


    

     

    
      	
            	8.5	
              Entire
      Agreement.
      This Agreement constitutes 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 is not expressly set forth in
      this Agreement.

            


    

     

    
      	
            	8.6	
              Assignment.
      The Company shall have the right to assign this Agreement to any affiliate
      or subsidiary of the Company or any corporation or other entity owning or
      acquiring all or substantially all or assets and business of the Company
      (including this Agreement) whether by operation of law or otherwise,
      provided that other
      than such assignment, the rights of the Consultant shall not be adversely
      affected by such assignment and that the Company or the assignee will
      remain obligated under all terms of this Agreement. Neither this Agreement
      nor any right or interest hereunder shall be assignable or transferable by
      the Consultant, its beneficiaries or legal representatives.
      Notwithstanding anything to the contrary herein, in the event the Company
      assigns this Agreement in accordance with its terms, the Consultant may
      terminate this Agreement by providing thirty (30) days written notice to
      the Company.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	8.7	
              Interpretation.
      The section headings contained herein are for reference purpose only and
      shall not in any way affect the meaning or interpretation of this
      Agreement.

            


    

     

    IN
WITNESS WHEREOF the parties have signed this Consulting Agreement as of the date
first hereinabove set forth.

     

    
      
        
          
            
              	
                      BIOCANCELL
      THERAPEUTICS LTD.

                    	 	
                      MOSHE
      LANDSBERG

                    
	
                      By:
      Cheri Barak

                    	 	 
	
                      Name
      : CEO

                    	 	 /s/
      Moshe Landsberg
	
                      Title:
      Avi Barak

                    	 	
                      
    


            

          

        

      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

     

    RESPONSIBILITIES
AND SERVICES PROVIDED BY THE CONSULTANT

     

    
      	1.	
              The
      Consultant is responsible for all production and toxicity studies of the
      Company’s products not preformed in the Company’s lab in the Hebrew
      University of Jerusalem, Israel

            


    

     

    
      	2.	
              The
      Consultant will be involved in production of the Company’s products
      preformed in the Company’s lab in the Hebrew University of Jerusalem,
      Israel.

            


    

     

    
      	3.	
              The
      Consultant is responsible for all regulatory aspects related to the
      production of the Company’s products including, but not limited to
      interactions with the Company’s regulatory consultant Mrs. Janet
      Ransom.

            


    

     

    
      	4.	
              The
      Consultant is responsible for all insurance issues and insurance related
      issues in connection with the production of the Company’s products and the
      Company’s clinical trials.

            


    

     

    
      	5.	
              The
      Consultant is responsible for any and all self production by the Company
      of the Company’s products provided such production is not made in the
      Company’s lab in the Hebrew University of Jerusalem,
    Israel.

            


    

     

    
      	6.	
              The
      Consultant is responsible for the assimilation and implementation of GLP
      and GMP procedures, rules and regulations in the
  Company.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

     

    CONSULTAN
PREFORMANCE MILESTONE

     

    
      	1.	
              Achieving
      complete understanding, knowledge and know-how as determined by the
      Company’s CEO at his sole discretion, of the Company’s production process
      within three (3) months from the Effective
Date.

            


    

     

    
      	2.	
              Obtaining
      the necessary Non-GMP amount of the Company’s products required for the
      completion of Phase I clinical trials in Metastatic Liver Cancer,
      Pancreatic Cancer and Ovarian Cancer
  indications.

            


    

     

    
      	3.	
              Completion
      of production, approval and acceptance of the Company’s GMP and Nnon-GMP
      products and toxicity studies’ results from varius chosen manufacturers
      and subcontractors.

            


    

     

    
      	4.	
              Establishing
      the necessary infrastructure for the Company’s self production of its
      Plasmid in GMP conditions.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT C

     

    PROPRIETARY INFORMATION,
NON-COMPETITION

    AND INVENTIONS
AGREEMENT

     

    I
acknowledge that as a result of my consulting services rendered in connection
with my services with the Company (as defined below) (the “Consulting
Services”), I may
develop, receive, or otherwise have access to confidential or proprietary
information which is of value BioCancell Therapeutics Ltd. and/or its parent
company BioCancell Therapeutics Inc. (collectively, the “Company”). I
therefore agree, as a condition of my relationship with the Company, as
follows:

     

    
      	1.	
              Nondisclosure

            


    

     

    
      	
            	1.1	
              Recognition of
      Company’s Rights; Nondisclosure.
      At all times during the term of my consulting agreement with the Company
      (the “Consulting
      Agreement”)
      and thereafter, I will hold in strictest confidence and will not disclose,
      use, lecture upon or publish any of the Proprietary Information (defined
      below), except as such disclosure, use or publication may be required in
      connection with my Consulting Agreement, or unless an officer of the
      Company expressly authorizes such in writing or unless such information
      becomes public knowledge. 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 with the Company and/or
      incorporates any Proprietary Information. I hereby assign to the Company
      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 (as defined below), as
    applicable.

            


    

     

    
      	
            	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 (excluding inventions not assignable
      under Section 2.3, 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 statement, licenses, prices and costs, suppliers and customers;
      and (c) information regarding the skills and compensation of Consultants
      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.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                  	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 the Consulting Agreement 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 the Consulting Services I render to 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 the term of the Consulting Agreement, 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:

              


      

       

      
        	
              	2.1.1	
                patents,
      whether in the form of utility patents or design patents and all pending
      applications for such patents;

              


      

       

      
        	
              	2.1.2.	
                trademarks,
      trade names, service marks, designs, logos,
      trade dress, and trade styles, whether or not registered, and all pending
      applications for registration of the
same;

              


      

       

      
        	
              	2.1.3.	
                copyrights
      or copyrightable material, including but not limited to books, articles
      and publications, whether or not registered, and all pending applications
      for registration of the same;

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
              	2.1.4.	
                inventions,
      research records, trade secrets, confidential information, product
      designs, engineering specifications and drawings, technical information,
      formulae, customer lists, supplier lists and market
    analyses;

              


      

       

      
        	
              	2.1.5.	
                computer
      programs, including, without limitation, computer programs embodied in
      semiconductor chips or otherwise embodied, and related flow-charts,
      programmer notes, updates and data, whether in object or source code form;
      and

              


      

       

      
        	
              	2.1.6	
                all
      other intellectual property rights throughout the
  world.

              


      

       

      
        
          
            	
                  	2.2	
                    Assignment
      of Inventions. Subject to Section 2.3, 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 term of the Consulting
      Agreement 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.” I will promptly disclose
      and describe to the Company all inventions which I may solely or jointly
      conceive, develop, or reduce to practice during the term of the Consulting
      Agreement (i) which relate to the Company’s Entities’ business or actual
      or demonstrably anticipated research or development, (ii) which are
      developed in whole or in part on the Company’s time or with the use of any
      of the Company’s equipment, supplies, facilities or trade secret
      information, or (iii) which result directly or indirectly from any work I
      performed for the Company. I agree to assign and do hereby assign to the
      Company or its designee(s) all my right, title and interest worldwide in
      such Company Inventions and in all intellectual property rights based upon
      such Inventions. 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.

                  


          

        

      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
              	2.3	
                Nonassignable
      Inventions.
      This agreement will not be deemed to require assignment of any invention
      which was not developed within the framework of the Consultant-employer
      relationship.

              


      

       

      
        	
              	2.4	
                Works
      for Hire. I
      acknowledge that all original works of authorship which are made by me
      (solely or jointly with others) during the term of the Consulting
      Agreement and which are protectable by copyright are the property of the
      Company pursuant to applicable copyright
law.

              


      

       

      
        	
              	2.5	
                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 assignment 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 indefinitely beyond the termination of the Consulting Agreement,
      but the Company shall compensate me at a reasonable rate after the
      termination of the Consulting Agreement for the time actually spent by me
      at the Company’s request on such assistance. Such compensation shall be
      NIS 350 per hour plus all reasonable
expenses.

              


      

       

      In the
event the Company is unable to reach me, after reasonable effort, - including by
registered mail and several phone calls at different times - I hereby
irrevocably designate and appoint the Company and its duly authorized officers
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
needed in connection with the actions specified in the preceding paragraph, 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.

       

      
        	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 term of the Consulting Agreement,
      which records shall be available to and remain the sole property of the
      Company at all times.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	4.	
                Competitive
      Activities.

              


      

       

      During
the term of this Agreement and for a period of twelve (12) months from the date
of termination of this Agreement for any reason (“the Termination Date”), I will
not directly or indirectly:

       

      
        	
              	4.1	
                carry
      on or hold an interest in any company, venture, entity or other business
      (other than a minority interest in a publicly traded company) which
      directly competes with the products or services of the Company, which
      currently is development of Patient-Oriented, Targeted Therapy for
      diagnosis and treatment of cancer (here and after: “a Competing Business”)
      (including, without limitation, as a
  shareholder);

              


      

       

      
        	
              	4.2	
                act
      as a consultant or Consultant or officer or in any managerial capacity in
      a Competing Business or supply in direct competition with the Company
      restricted services to any person who, to my knowledge, was provided with
      services by the Company any time during the twelve (12) months immediately
      prior to the Termination Date;

              


      

       

      
        	
              	4.3	
                solicit,
      canvass or approach or endeavor to solicit, canvass or approach any person
      who, to my knowledge, was provided with services by the Company at any
      time during the twelve (12) months immediately prior to the Termination
      Date, for the purpose of offering services or products which directly
      compete with the services or products supplied by the Company at the
      Termination Date; or

              


      

       

      
        	
              	4.4	
                employ,
      solicit or entice away or endeavor to solicit or entice away from the
      Company any person employed by the Company any time during the twelve
      (12) months immediately prior the Termination Date with a view to inducing
      that person to leave such employment and to act for another employer in
      the same or a similar capacity.

              


      

       

      
        	5.	
                No Conflicting
      Obligation. I
      represent that my performance of all the terms of this Agreement and as a
      consultant to 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 relationship with 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.
      At the conclusion of the Consulting Agreement, I will 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.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	7.	
                General
      Provisions.

              


      

       

      
        	
              	7.1	
                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.

              


      

       

      
        	
              	7.2	
                Assignment.
      This Agreement may be assigned by the Company provided that other such
      assignment, the rights of the Consultant shall not be adversely affected
      by such assignment and that the Company or assignee will undertake to
      remain obligated to all obligations under this Agreement. I may not assign
      or delegate my duties under this Agreement without the Company’s prior
      written approval. This Agreement shall be binding upon my heirs,
      successors and permitted assignees.

              


      

       

      
        	
              	7.3	
                Survival.
      The provisions of this Agreement shall survive both the termination of the
      Consulting Agreement for a period of one year and the assignment of this
      Agreement by the Company to any successor in interest or other
      assignee.

              


      

       

      
        	
              	7.4	
                Waiver.
      No waiver by a party of any breach of this Agreement shall be a waiver of
      any preceding or succeeding breach No waiver by a party of any right under
      this Agreement shall be construed as a waiver of any other right. No party
      shall not be required to give notice to enforce strict adherence to all
      terms of this Agreement.

              


      

       

      
        	
              	7.5	
                Entire
      Agreement.
      The obligations pursuant to Sections 1, 2, and 4 of this Agreement shall
      apply to any time during which I was previously hired, employed, or will
      be am in the future hired, 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 the party to be charged. Any
      subsequent change or changes in my duties, salary or compensation will not
      affect the validity or scope of this
Agreement.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
              	7.6	
                Injunction. I
      agree that it would be difficult to measure damage to the Company from any
      breach of mine of the promises set forth in Section 1, 2, 3, and 4 hereof,
      and that injury to the Company from any such breach would be impossible to
      calculate, and that money damages would therefore be an inadequate remedy
      for any such breach. Accordingly, I agree that if I breach any provision
      of Section 1, 2, 3, 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
      providing any actual damage sustained by the
  Company.

              


      

       

      
        	
              	7.7	
                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 the first day of the term of the Consulting
Agreement.

       

      I HAVE
READ THIS AGREEMENT CAREFULLY AND UNDERSTAND
ITS
TERMS.

       

      
        
          
            	
                    Dated:
      15. 2, 2007

                  	 	
                    ACCEPTED
      AND AGREED TO:

                  
	 	 	 
	 	 	
                    BIOCANCELL
      THERAPEUTICS LTD.

                  
	 	 	 
	 /s/
      Moshe Landsberg	 	
                    By:
      Avi Barak

                  
	
                    MOSHE
      LANDSBERG

                  	 	 
	 	 	
                    Title
      CEO

                  
	 	 	
                    Dated
      15 2, 2007

                  


          

        

      

       

      
        
          
          

        

        
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      Exhibit
D

       

      
        	1.	
                During
      the first two (2) years following the Effective Date, the Consultant will
      be entitled to continue his occupation as a lecturer and teacher at
      Bioforum Applied Acknowledge Center and at the Hebrew University of
      Jerusalem or at any other institution provided that he will not devote
      more than an aggregate of 20 hours cach month for such
      occupation(s).

              


      

       

      
        	2.	
                It
      is also agreed that as long as the Consultant devotes only 4 working days
      each week to the Company, upon receipt of the written consent of the
      Company, which shall not be unreasonably withheld, he shall be entitled to
      work or to supply services - including consulting services - to other
      companies/third parties at the rest of the
week.

              


      

       

      
        
          
          

        

        
          18