Exhibit 10.8


 


BioBlast Pharma Ltd.


65 Rothchild blv.


Tel Aviv


 


April 24, 2012


To:


 


Mr. Fredric Price


64 Quarry Lane


Bedford, New York 10506


U.S.A.


 


Dear Fred,


 


Re: Engagement Offer – Chairman
of the Board of Directors


 


BioBlast Pharma Ltd. (the "Company")
is very pleased to offer you to join the Company as the chairman of the Company’s Board of Directors. This letter set forth
the terms of your engagement as chairman of the Board of Directors of the Company and the compensation for such services rendered
by you.


 


1.           In your capacity as chairman of the
Board of Directors of Company, you shall contribute to the Company from your expertise and experience in accordance with the Company's
needs and requirements, as shall be determined by the Company's Board of Directors from time to time which will include, inter
alia, the participating in meetings of the Board of Directors and consultation ad hoc.


 


2.           In consideration of the Services
rendered by you, following the adoption of a stock option plan by the Company, the Company shall recommend the Board of Directors
to grant you options to purchase Ordinary Shares of the Company in an amount equal to 3.75% of the Company's share capital as of
the commencement date of your position as Chairman of the Board of Directors(the "Options"). The exercise price
will be equal to the par value of the Company's Ordinary Shares. The vesting schedule shall be as follows: one third of the Options
shall vest following the completion each one year period of engagement with the Company. Vested Options will remain exercisable
during the term of your engagement with the Company and until the completion of six months from termination of engagement. All
other terms shall be as specified in the Company's future stock option plan.


 


3.           It is agreed by you that except for
preapproved business expenses reimbursement according to the Company's policy, the Options shall be the sole and full cost and
expense of the Company in regards to your engagement by the Company.


 


4.           You will be able to invest in the
company's seed round financing, completed last month, under the same terms and conditions granted to the investors. You will be
entitled to participate in any future financing round of the Company by investing your pro rata share out of the said financing
round.


 


5.           You confirm and acknowledge that
by rendering services to the Company as set forth herein, you act as an independent contractor and not an employee of the Company.


 


6.           You agree that any and all Proprietary
Information (as defined below) of the Company (for purposes hereof, the term "Company" shall include any subsidiaries
and affiliates of the Company) which may be provided to you or to which you may be exposed (including any such Proprietary Information
created by you while providing any services to the Company hereunder) is, and shall be, the sole property of the Company, and that
you keep in confidence and trust all such Proprietary Information, and not use or disclose any Proprietary Information to any third
party without the written consent of the Company, and that upon termination of your engagement with the Company or upon the Company's
demand, you will promptly deliver to the Company all documents and materials of any nature including or pertaining to any Proprietary
Information. You confirm that your above undertakings shall remain in full force and effect after termination of your engagement
with the Company or any renewal thereof, for any reason whatsoever, so long as the same shall constitute Proprietary Information,
as defined below. The above undertakings shall not terminate and shall continue to be in full force and effect following termination
of this letter for whatever reason.


 




    	 



    	 



    

 


For purposes hereof,
"Proprietary Information" means confidential and proprietary information concerning the business and financial activities
of the Company, including patents, patent applications, trademarks, copyrights and other intellectual property, and information
relating to the same, technologies and products (actual or planned), know how, inventions, research and development activities,
trade secrets and industrial secrets, and also confidential commercial information such as information relating to customers, suppliers,
marketing plans, etc., all the above - whether documentary, written, oral or computer generated. Proprietary Information shall
also include information of the same nature, which the Company may obtain or receive from third parties. However, excluded
from the above definition with respect to your confidentiality undertaking is any information that is or shall become part of the
public knowledge except as a result of the breach of your undertakings towards the Company.


 


8.           Each party may terminate this letter
by a 30 days prior written notice to the other party.


 


9.           The laws of the State of Israel shall
apply to the agreement set forth herein, and the sole and exclusive place of jurisdiction in any matter arising out of or in connection
with this letter shall be the competent court in Tel Aviv. In the event it shall be determined under any applicable law that any
provision set forth in this letter is invalid or unenforceable, such determination shall not affect the remaining provisions of
this letter unless the business purpose of this letter is substantially frustrated thereby. This letter constitutes the entire
understanding and agreement between the parties hereto, supersedes any and all prior discussions, agreements and correspondence
with regard to the subject matter hereof, and may not be amended or supplemented in any respect, except by a subsequent writing
executed by both parties. You acknowledge and confirm that all terms of your engagement by the Company are personal and confidential,
and shall keep such terms in confidence and refrain from disclosing such terms to any third party outside of legal or accounting
representation.


 


Please indicate your acceptance to the
terms of this letter by signing and dating this letter and returning a counterpart hereof to us.


 


	 	Sincerely yours,
	 	/s/ Ehud Gilboa
	 	 
	 	BioBlast Pharma Ltd.


 


I agree to all terms of this letter.


 


Name: Fredric Price


Date: May 28, 2013


 


	Signature: 	/s/ Fredric Price	 


 




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