Exhibit 10.11


 


CONSULTING AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) entered into on the 1 day of January 2015, by and between XTL Biopharmaceuticals
Ltd., an Israeli publicly traded company, with its principal offices at Medinat Hayehudim St. 85, Herzliya, Israel (the "Company")
and Schapiro Education Ltd., an Israeli corporation, number 515177111, of 28 Gilad St., Cohav Yair, Israel (hereinafter referred
to as the “Consultant” and collectively with the Company shall be the “Parties”).


 


WHEREAS, the
Company is engaged in biopharmaceutical research and development utilizing unique techniques and technologies in SLE and Multiple
Myeloma (the ''Field''); and


 


WHEREAS, the
Consultant has the necessary know-how, qualifications and experience in the Field required in order to provide the consulting services
relating to the Field as herein set forth and as shall be agreed from time to time by the Parties; and


 


WHEREAS, the
Company desires to appoint the Consultant, and the Consultant desires to be appointed by the Company, as a consultant to the Company
and in connection thereof, to provide to the Company with medical, regulatoryand clinical consulting services, as hereinafter set
forth and as shall be agreed from time to time by the Parties.


 


NOW THEREFORE, in consideration
of the mutual undertakings and promises herein contained, the Parties hereby agree as follows:


 


		1.	THE APPOINTMENT



 


		1.1	Subject to the terms hereof, and the approval of the Company's shareholders meeting, the Company
will appoint the Consultant, and the Consultant hereby agrees to be appointed by the Company as a consultant to the Company in
connection with the Services (as defined below) to be provided, from time to time, by the Consultant, exclusively through Dr. Jonathan
M. Schapiro, I.D. number 012654141(hereinafter: "Dr. Schapiro"), pursuant to this Agreement.



 


		1.2	In rendering its services hereunder, the Consultant, and for avoidance of doubt Dr. Schapiro, shall
be deemed to be, and it is, an independent contractor, and neither this Agreement nor the performance of any of the terms hereof
will or will be deemed to constitute or create any other relationship between the Company, the Consultant and Dr. Schapiro.



 


		1.3	Without derogating from any other provision herein, the Consultant acknowledges and agrees that
during the term hereof (a) the Company is free at all times to appoint other consultants, or to use its own consultants, in connection
with any of the services to be provided by the Consultant pursuant to Section 2 hereof, and (b) the Consultant will exercise best
effort,care and diligence in the performance of the services to be provided pursuant to Section 2 below.



 


		2	EXTENT AND SCOPE OF SERVICES



 


		2.1	During the Term of Agreement (defined below), the Consultant shall provide the Company with consulting
services related to the Field exclusively through Dr. Schapiro, as shall be agreed from time to time by the Parties  including,
among others, reviewing documents, attending meetings and/or conference calls (the “Services”).



 


		2.2	The Consultant hereby undertakes that he will provide the Services, as stipulated in this Agreement,
to the Company with a high degree of devotion, professionalism and proficiency.



 




     


     


    

 


		2.3	The Consultant shall provide the Services through Dr. Schapiro,, under the direction of, subject
to the approval of, and shall report to the CEO, or such person designated by the CEO (the "Designee").



 


		2.4	The Parties hereby agree that the neither the Consultant nor Dr. Schapiro, are not deemed to be
an agent or a representative of the Company and therefore does not possess any authority, whether actual or apparent, to represent
the Company or to contractually commit the Company in any way or manner.



 


		3	COMPENSATION and OPTIONS



 


		3.1	In consideration of the Services provided to the Company by the Consultant hereunder, the Company
shall pay the Consultant a monthly consulting fee of US $3,000 per month + VAT (the: “Consulting Fee”).



 


		3.2	As agreed by the Parties, Dr. Schapiro is granted with 150,000 options to purchase 150,000 ordinary
shares of the Company of nominal value of NIS 0.1,available through the Company’s ESOP (as defined below) (the “Options”),
subject to any dilution and subject to the following conditions:



 


		3.2.1.1	The Options shall vest over a period of 36 months, so that 4/12 of the Options will vest following
the first anniversary of the engagement date and the remaining 8/12 shall vest on a quarterly basis (with 1/12 of the Options vesting
on the last day of each three month period).



 


		3.2.1.2	The exercise price of each Option shall be the NIS 0.4915 each, non-linked, reflecting a price
25% higher than the average share price in the 30 days preceding the date of the Board of Directors' resolution.



 


		3.2.1.3	The Options shall be granted in accordance with an Option Agreement to be signed between Dr. Schapiro
and the Company and shall be at all times subject to (i) all the terms of the Company's Share Option Plan (“ESOP”),
(ii) any terms and conditions as shall be determined and altered from time to time by the Board or any of its committees and meeting
of the shareholders of the Company, as applicable in accordance with the terms of the ESOP, and (iii) any reasonable and customary
lock-up agreement the Company may enter from time to time with investment banks or underwriters in connection with an offering
of its securities. However, any such alteration shall not derogate from the rights granted herein.



 


		3.2.1.4	The allotment of the Options will be made in accordance with Section 3(i) of of the Income Tax
Ordinance (New Version) – 1961 (the "Ordinance"). Any tax liability in connection with the Options (including
with respect to the grant, exercise, sale of the Options or the shares receivable upon their exercise) shall be borne solely by
the Consultant.



 


		3.2.1.5	For the sake of good order it is hereby clarified that for the purposes of the "Grant Notification
Letter" singed between Dr. Schapiro and the Company, services provided to the Company by the Consultant shall be considered
as provided to the Company by Dr. Schapiro.



 




     


     


    

 


		3.3	The Consultant shall deliver to the Company a monthly invoice for the Consulting Fee (the
“Invoice”) and the Company shall pay the Consulting Fee within the end of the month+ 30 days of receipt of the
Invoice.



 


		3.4	In addition to the Consulting Fee, the Company shall reimburse the Consultant for any extraordinary
expenses incurred by Consultant, which are to be approved in advance by the Company (the "Approved Expenses").
Consultant shall submit, in writing, in the proper format, an expense report for the Approved Expenses, together with written
receipts and/or invoices evidencing such expenses. Where expenses have been incurred by means of installment payments or on credit,
Consultant shall not be reimbursed for such expenses until he has actually paid them, i.e., his account has been debited for each
installment. 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.



 


The payments provided by this
Agreement shall be made to the Consultant after deduction of all taxes and deductions at source as required by law.


 


		3.5	The Parties hereto agree that all taxes, social insurance payments, pension payments, health insurance
and any other such payments, if existing, shall be borne solely by the Consultant. The Company shall not pay nor be liable to pay
any taxes upon the payment to the Consultant of any remuneration as set forth in this Agreement. Consultant hereby undertakes to
indemnify and reimburse the Company for any amounts claimed or levied on the Company due to taxes, social insurance payments, pension
payments, health insurance and any other such payments resulting from any payment made by the Company to the Consultant under this
Agreement.



 


		3.6	The Company shall not undertake any social insurance premiums, pension payment, and health insurance,
including without limitation insurance coverage against illness, injuries and/or damages in the name of the Consultant or Dr. Schapiro.



 


		4	OWNERSHIP OF INVENTIONS



 


		4.1	Any and all ''Inventions'' (as hereinafter defined) shall be the property of the Company,
and any Inventions which are made by Consultant, including for avoidance of doubt Dr. Schapiro, in performance of the Services
under this Agreement, to the maximum extent permitted by law, shall be “works made for hire”. The Consultant hereby
assigns and agrees to assign to the Company or its designee, without further consideration, the Consultant’s entire right,
title, and interest in and to all Inventions, including all rights to obtain, register, perfect, and enforce patents, copyrights,
mask work rights, and other intellectual property protection for Inventions. The Consultant further agrees to disclose promptly
and in writing to an individual designated by the Company or to the Consultant’s immediate supervisor at the Company all
Inventions which the Consultant has made or reduced to practice. Upon the Company’s request from time to time, the Consultant
will assist the Company (at its expense) to obtain and enforce patents, copyrights, mask work rights, and other forms of intellectual
property protection on Inventions.



 


For purposes
hereof, “Inventions” shall mean any and all products, inventions, innovations, ideas, discoveries, designs,
schematics, formulas, software, databases, algorithms, programs, trade secrets, works of authorship, assays, developmental or experimental
work, methods, processes, techniques, improvements, and related know-how and which are made by Consultant, alone or in combination
with others, either on behalf of the Company under this Agreement, or with the use of or as a result of access to Confidential
Information or property, including but not limited to any derivative work which constitutes an improvement or modification to any
tangible form of Confidential Information, such as any design, drawing, or product that embodies Confidential Information, and
whether or not patentable, copyrightable, or qualified for other intellectual property protection.


 




     


     


    

 


		5	INDEPENDENT CONTRACTOR



 


		5.1	The Consultant warrants that he is aware that this Agreement is an agreement for the provision
of consulting services only, does not create employer-employee relations between him, and any of its personnel including without
limitation, Dr. Schapiro and the Company and does not confer upon him any rights save for those set forth herein.



 


		5.2	Without prejudice to the generality of the foregoing, it is hereby agreed that the Consultant shall
not be entitled to receive from the Company severance pay or any other payment or consideration deriving from employee-employer
relations and/or the termination thereof, including, but not limited to, social benefits, managers' insurance fund, education fund,
or the like. The Consultant further undertakes that he shall not bring a claim against the Company with any cause of action based
on employee-employer relations between him and the Company, and undertakes to indemnify the Company, upon its first demand, for
all reasonable expenses that may be occasioned to it in respect of or in connection with any claim in connection with such employee-employer
relations. The Consultant declares that the Consulting Fee he receives according to this agreement is 30% higher than the salary
that he would have received should he have been employed as an employee of the Company.



 


		5.3	If, for any reason whatsoever, any competent authority, including a judicial entity, determines
that the Consultant is to be regarded as an employee of the Company, or entitled to any amounts that are derived from employee-employer
relationships, then in lieu of the Consulting Fee that was paid to the Consultant by the Company as of the Effective Date of this
Agreement, the Consultant shall be deemed to be entitled to a reduced consideration which equals to 70% of the Consulting Fee(the
“Reduced Consideration”). The Consultant's entitlement to the Reduced Consideration shall be regarded as gross
compensation and shall apply retroactively as of the effective date, and the Consultant shall immediately refund to the Company
any amount paid on account of the Consulting Fee by the Company as of the effective date in excess of the Reduced Consideration.



 


		6	NONDISCLOSURE AND COMPETITIVE ACTIVITY



 


		6.1	As a condition to Consultant’s rights under this Agreement, Consultant will execute and deliver
to the Company the Secrecy, Non Competition and Proprietary Information agreement in the form attached hereto as ScheduleA.
Consultant’s obligations under such secrecy agreement will survive any termination of this Agreement.



 


		6.2	If Consultant breaches any or all of the covenants set forth in Schedule Ahereto, the Company
shall be entitled to the following remedies: (i) damages from Consultant and (ii) in addition to its right to damages and any other
rights it may have, to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to
specifically enforce the provisions of Schedule Aattached hereto, it is agreed that money damages alone would be inadequate
to compensate the Company and would be an inadequate remedy for such breach.



 




     


     


    

 


		6.3	The rights and remedies of the parties to this Agreement are cumulative and not alternative.



 


		7	TERM AND TERMINATION



 


		7.1	Subject to the provisions of Sections 7.2 below, this Agreement shall take effect as of the approval
date of the Company shareholders meeting (the:"Effective Date") and shall continue in full force and effect until
terminated by either party upon 30 days prior written notice (the ''Term'').



 


		7.2	Without prejudice to the provision of Sections 7.1 above:



 


		7.2.1	The Company shall have the right to terminate this Agreement during the Term for “just cause”,
at any time, by giving the Consultant notice of termination for the just cause, stating the reasons constituting the just cause.
In such event, this Agreement shall be terminated within ten (10) days (the "Period") from the time of delivery
of the said notice. Any of the following actions or omissions by the Consultant or Dr. Schapiro shall constitute a "just cause"
under this Section 7.2.1: (i) a material breach by Consultant or Dr. Schapiro of any of the covenants set forth in Schedule
A attached hereto; (ii) a material breach by Consultant or Dr. Schapiro of any provision of this Agreement other than Schedule
A attached hereto which is not cured by Consultant or Dr. Schapiro within five (5) days after his receipt of notice thereof
from the Company containing a description of the breach or breaches alleged to have occurred; (iii) habitual neglect by Consultant
or Dr. Schapiro or gross failure by Consultant or Dr. Schapiro to adequately perform his services and duties hereunder; or (iv)
any act (or failure to act) of moral turpitude by Consultant or Dr. Schapiro or action (or omission) by Consultant or Dr. Schapiro
to harm the Company.



 


		7.2.2	The Consultant shall have the right to terminate this Agreement for “just cause”, at
any time, by giving to the Company notice of termination for the cause, stating specifically the reasons constituting the cause.
In such event, this Agreement shall be terminated as of the time of delivery of the said notice. Any of the following actions or
omissions by the Company shall constitute a "just cause" under this Section 7.2.2: (i) a material breach by the Company
of any provision of this Agreement which is not cured by the Company within five (5) days after its receipt of notice thereof from
Consultant containing a description of the breach or breaches alleged to have occurred (ii) any action by the Company to intentionally
harm Consultant (iii) the Company becoming bankrupt or insolvent or ceasing or threatening to cease to carry on business or being
unable to pay its debts as they fall due or a receiver or other encumbrances being appointed to the undertaking and assets, or
any material part thereof of the Company.



 


		7.3	Upon termination of this Agreement, the Consultant shall be entitled to receive the Consulting
Fee accrued but unpaid (together with any expenses payable to Consultant pursuant to Section 3.4 above) as of the date of termination.
The Company shall be entitled to deduct and offset any amount owed by the Consultant or Dr. Schapiro to the Company, including
but not limited, to equipment and property belonging to the Company and not returned by the Consultant, from the payments made
by the Company to the Consultant upon such termination.



 




     


     


    

 


		7.4	During the Period or the 30 days prior written notice period mentioned above, other than upon termination
by Consultant for “just cause”, to the extent requested by the Company, the Consultant shall cooperate with the Company
and use reasonable efforts to assist the integration into the Company's organization of the person or persons who will assume the
Consultant's responsibilities hereunder, if any. At the option of the Company, the Consultant shall during such period either continue
the rendering of the Services or cease such service.



 


		7.5	In the event of any termination of this Agreement, whether or not for "just cause" and
whatever the reason, the Consultant will promptly deliver to the Company all documents, data, records and other information pertaining
to the Services and any other equipment belonging to the Company in the Consultant’s possession, and the Consultant will
not take with him any documents or data, or any reproduction or excerpt of any documents or data, containing or pertaining to the
Services provided by it to the Company.



 


		8	REPRESENTATIONS BY THE CONSULTANT AND DR. SCHAPIRO 



 


The Consultant
and Dr. Schapiro hereby represent's and warrant's, separately, as follows:


 


		8.1	There is no limitation and/or restriction in any agreement to which he is a party, or by which
he is bound, on his ability to enter into this Agreement and/or to enter into a business relationship with the Company in accordance
with the provisions of this Agreement (including, without limitation, in any prior employment and/or consulting agreement entered
into by it).



 


		8.2	He will exercise reasonable care and diligence to prevent, and will not take any action which could
result in a conflict with, or be prejudicial to, the interests of the Company in relation to the Field.



 


		8.3	In rendering the Services, He shall be deemed to be, and he expressly agrees and confirms that
he is, an independent contractor, and neither this Agreement nor the performance of any of the terms hereof shall be deemed to
constitute or create any other relationship between him and the Company. He shall not be considered as an agent or legal representative
of the Company for any purpose whatsoever.



 


		8.4	Unless specifically authorized by the Designee, he is not granted and shall not exercise the right
or authority to assume or create any obligation or responsibility on behalf of or in the name of the Company, including without
limitation, contractual obligations and obligations based on warranties or guarantees.



 


.He will not, during the Term
of Agreement and at any time thereafter, make any voluntary statements, written or verbal, or cause or encourage others to make
any such statements that defame, disparage or in any way criticize the reputation, business practices or conduct of the Company.


 


		9	MISCELLANEOUS



 


		9.1	This Agreement shall be subject to the laws of the state of Israel, excluding its conflict of law
provisions, and the competent courts of the Tel-Aviv District, Israel shall have exclusive jurisdiction over any dispute arising
there-from.



 




     


     


    

 


		9.2	This Agreement is the entire agreement between the parties with respect to the subject matter hereof,
and supersedes all prior understandings, agreements and discussions between them, either written or oral, with respect to such
subject matter.



 


		9.3	No alteration of or modification to any of the provisions of this Agreement shall be valid unless
made in writing and signed by both parties.



 


		9.4	The failure of either party hereto to enforce at any time or for any period any provision of this
Agreement shall not be construed as a waiver of such right or provision and such party shall be entitled to enforce such right
or provision at any time as it shall see fit.



 


		9.5	Any notice required or permitted thereunder shall be given in writing and shall be deemed given
if sent by electronic transmission or registered airmail to the address of the party.



 


		9.6	This Agreement may not be assigned without the written consent of the other party.



 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above written.


 


	XTL Biopharmaceuticals Ltd.	 	
        Schapiro Education Ltd.:

        

	 	 	 
	By:	 	 	Name: 	 
	 	 	 	 
	Name and Title: Josh Levine, CEO	 	Signature: 	 
	 	 	 	 
	Date:	 	 	Date:	 


 


	Dr. Jonathan M. Schapiro	 
	 	 
	I approve all of the above said.	 
	 	 
	Singature:	 	 
	 	 	 
	Date:	 	 


 




     


     


    

 


SCHEDULE A


 


SECRECY,
NON-COMPETITION AND PROPRIETARY INFORMATION AGREEMENT


 


This Secrecy, Non-Competition and Proprietary
Information Agreement (the “Agreement”) is made as of January1, 2015by and between XTL Biopharmaceuticals
Ltd., an Israeli publicly traded company, with its principal offices at MedinatHayehudim St. 85, Herzliya, Israel (the "Company")
and Schapiro Education Ltd. and Dr. Jonathan Schapiro,I.D. number 012654141 of 28 Giladst., CohavYair, Israel an
(together the “Consultant”).


 


WHEREASthe Consultant has entered
an Consulting Agreement with the Company dated January 1, 2015 (the “Consulting Agreement”); and


 


WHEREASthe Consultant agreed
to enter into this Undertaking;


 


NOW, THEREFORE, the Consultant undertakes
and warrants towards the Company and any subsidiary and parent company of the Company as follows:


 


		1.	Confidential
Information



 


		1.1	In the course of providing services to the Company hereunder, the Consultant may have access to,
and become familiar with, “Confidential Information” of the Company (as hereinafter defined). The Consultant shall
at all times hereinafter maintain in the strictest confidence all such Confidential Information and shall not divulge any Confidential
Information to any person, firm or corporation without the prior written consent of the Company. For purposes hereof, “Confidential
Information” shall mean all Company's information in any and all medium which is confidential by its nature, including,
without limitation, data, technology, know-how, inventions, ideas, discoveries, designs, processes, formulations, samples, compositions,
methods, models, and/or trade and business secrets relating to any line of business in which the Company is involved. Confidential
Information will also include the Company’s development, marketing and business plans relating to current, planned, old or
future products and/or any confidential information belong to any third party to whom the Company owes an obligation of confidence
and is identified as confidential.



 


		1.2	The Consultant shall not use Confidential Information for, or in connection with, the development,
manufacture or the use of any product or for any other purpose whatsoever except as and to the extent provided in this Agreement
or in any other subsequent agreement between the parties.



 


		1.3	Notwithstanding the foregoing, Confidential Information shall not include information which the
Consultant can evidence to the Company : (i) is in, or enters the public domain otherwise than by reason of a breach hereof by
the Consultant; (ii) is known by the Consultant at the time of disclosure thereof by the Company; (iii) is independently developed
by the Consultant without recourse to Confidential Information; or (iv) is rightfully transmitted or disclosed to the Consultant
by a third party which owes an obligation of confidentiality with respect to such information.



 


		1.4	All Confidential Information made available to, or received by, the Consultant shall remain the
property of the company, and no license or other rights in or to the Confidential Information is granted hereby, the obligation
of the Consultant is not to use any Confidential Information disclosed pursuant to this Agreement except as provided in this Agreement,
shall remain in effect indefinitely, and the Consultant shall be prohibited from disclosing any such Confidential Information during
the term of this Agreement thereafter.



 




     


     


    

 


		1.5	All Company's files, records, documents, drawings, specifications, equipment and similar items
relating to the business of the Company, whether prepared by the Consultant or otherwise coming into his possession, and whether
classified as Confidential Information or not, shall remain the exclusive property of the Company. Upon termination or expiration
of this Agreement, or upon request by the Company, the Consultant shall promptly turn over to the Company all such files, records,
reports analysis, documents and other material of any kind concerning the Company, which the Consultant obtained, received or prepared
pursuant to this Agreement.



 


		1.6	Except with prior written authorization by the Board of Directors of the Company (“BOD”),
the Consultant agrees not to disclose or publish any of the Confidential Information, at any time during or after his engagement
with the Company.



 


		1.7	The Consultant agrees, during his engagement with the Company, not to improperly use or disclose
any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that he will not
bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person
or entity unless consented to in writing by such employer, person or entity.



 


		1.8	The Consultant recognizes that the Company has received and in the future will receive from third
parties their confidential or proprietary 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. The Consultant agrees to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary
in carrying out such Consultant's work for the Company consistent with the Company's agreement with such third party.



 


		2.	Non-Competition



 


		2.1	The Consultant shall not at any time during the term of this Agreement directly or indirectly,
engage in (as owner, stockholder, partner, director, officer, employee, consultant or otherwise, except as an investor in a corporation
whose stock is publicly traded and in which he holds less than 5% of the outstanding shares) any business which is involved in
the Field as described in the Consulting Agreement.



 


		2.2	Notwithstanding the aforesaid, the Consultant may, at any time during the term of this Agreement,
continue to perform academic research related to the activities and business of the Company and to the Field, provided that any
such academic research shall not result in any way in a breach of any term of this Agreement and shall not be for any commercial
activity.



 


		2.3	Services to Teva - Notwithstanding anything to the contrary, it is clarified that the Consultant
current consults to, and shall be entitled to consult to or to engage for the purposes of providing services in any other manner
(including by serving as a director) concurrently with his services to the Company, to and with Teva and to any company affiliated
therewith or which is part of Teva's group (hereinafter collectively, "Teva"), and such consulting or engagement
shall not constitute a breach of any of the provisions of this agreement, provided that the Consultant shall not disclose Confidential
Information to Teva and shall not provide consulting services to Teva directly with regard to a competing product of Teva in the
Field during the Term.



 




     


     


    

 


Furthermore,
it is hereby clarified that notwithstanding anything to the contrary, immediately upon the termination or expiration of this agreement
for whatsoever reason, the Consultant shall be free and entitled to consult to or be employed by Teva in any manner and in every
field, including without limitation, the Field, without any cooling-off period or any other restriction, provided only that the
Consultant shall not disclose Confidential Information to Teva, and the Company shall not have any claim whatsoever in this regard.


 


		2.4	The Consultant shall not, directly or indirectly, either for himself or for the benefit of any
other person or entity, at any time during the term of this Agreement and for Twelve(12) months thereafter, (A) induce or
attempt to induce any employee of the Company to leave the employ of the Company, (B) in any way interfere with the relationship
between the Company and any employee of the Company, (C) employ, or otherwise engage as an employee, independent contractor,
or otherwise, any employee of the Company, or (D) solicit any employee, customer, or supplier of the Company to cease or change
its legal or business relationship with the Company.



 


		2.5	In the event of a breach by the Consultant of any covenant set forth in Section 7 of this
Agreement, the term of such covenant will be extended by the period of the duration of such breach.



 


		3.	INVENTIONS.



 


		3.1	If in the course of this Agreement with the Company, the Consultant incorporates into a product,
process or machine of the Company, a prior invention owned by the Consultant or in which the Consultant has an interest relating
solely to the Field as described in the Consulting Agreement (''Prior Invention''), the Company is hereby granted and shall
have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior
Invention as part of or in connection with such product, process or machine.



 


		3.2	The Consultant will disclose and deliver to the Company for the exclusive use and benefit of the
Company any Inventions (which in this paragraph shall mean any discovery, technique, design, formula, method of manufacture, inventions,
secret process, improvements, and modifications (whether or not capable of protection by rights in the nature of intellectual property)
which the Consultant alone or with one or more others has made or discovered during the Term of this Agreement and which pertain
to or result directly from any work which the Consultant has done or may hereafter do, solely for the Company), promptly upon the
making, devising, or discovering of the same, and will give all information and data in his possession as to the exact mode of
working, producing, and using the same and also all such explanations and instructions as may in the view of the Company be necessary
to enable the full and effectual working, production, or use of the same and will at the expense of the Company furnish it with
all necessary plans, drawings, formulae, and models.



 


		3.3	The Consultant, during the Term and of the grant of his services to the Copmany under this Agreement,
and for a charge agreed in advance, and at the expense of the Company, execute and do all acts, matters, documents, and things
to enable the Company or its nominee to apply for and obtain protection for the Inventions in any or all countries and to vest
title in the Company or such nominee absolutely.
	 	 	 



		3.4	During the term of this Agreement and at all times thereafter the Consultant will (whether by omission
or commission) do nothing to affect or imperil the validity of the protection for the Inventions obtained or applied for by the
Company or its nominee pursuant to this paragraph.



 


		3.5	Nothing in this Agreement shall oblige the Company to seek patent or other protection for any Invention
nor to exploit any Invention.



 




     


     


    

 


		3.6	The Consultant shall promptly disclose to the Company all copyright works or designs fully originated,
conceived, written, or made by him fully and solely during the grant of his services to the Company, and exclusively for the Company,
alone or with others and shall, until such rights shall be fully and absolutely vested in the Company, hold them in trust for the
Company.



 


		3.7	The Consultant hereby assigns to the Company by way of future assignment all copyright, design
right, and other proprietary rights, if any, for the full terms thereof throughout the world in respect of all copyright works
and designs described on para. 3.6 Above.



 


		3.8	The Consultant will, at the request and expense of the Company, during the Term of this Agreement
and of the grant of his services to the Company under this Agreement, and for a charge agreed in advance, do all reasonable things
necessary or desirable to substantiate the rights of the Company under Section 3.8, and hereby acknowledges and agrees that
the provisions of this paragraph shall survive any termination of this Agreement



 


		3.9	For the removal of any doubt, it is hereby clarified that the provisions contained in Sections 3.2
and 3.7 above will apply also to any "Service Inventions" as defined in the Israeli Patent Law, 1967 (the "Patent
Law") relating to the Field as described in the Consulting Agreement. However, in no event will such Service Invention
become the property of the Consultant and the provisions contained in Section 132(b) of the Patent Law shall not apply unless
the Company provides in writing otherwise. The Consultant will not be entitled to royalties or other payment with regard to any
Prior Inventions, Service Inventions or any of the intellectual property rights set forth above, including any commercialization
of such Prior Inventions, Service Inventions or other intellectual property rights, all in relation to the Field as described in
the Consulting Agreement



 


		3.10	In the event that following the termination of his Agreement with the Company, the Consultant is
requested and agrees to assist the Company on any matter related to this Section 3, the Company will be required to pay the Consultant
a fee agreed in advance as remuneration for the Consultant’s efforts hereunder.



 


IN WITNESS WHEREOF, the parties hereto have executed this Secrecy,
Non-Competition and Proprietary Information Undertaking as of the day and year first above written.


 


	XTL Biopharmaceuticals Ltd.	 	Schapiro Education LTD.	 	Dr. Jonathan Schapiro
	 	 	 	 	 
	By:  	 	 	By:  	 	 	Signature:	 
	 	 	 	 	 	 	 	 
	Signature: 	 	 	Signature: