Orgenesis Inc.: Exhhibit 10.1 - Filed by newsfilecorp.com





PERSONAL EMPLOMENT AGREEMENT 

THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is
made and entered into 16th day of April, 2014 by and between Orgenesis
Ltd. (the “Company”), and Joseph Tenne (the “Employee”). 

WHEREAS, the Company wishes to employ the Employee, and
the Employee wishes to be employed by the Company, as of the Commencement Date
(as such term is defined hereunder); and WHEREAS, the parties desire to
state the terms and conditions of the Employee's employment by the Company, as
set forth below. 

NOW, THEREFORE, in consideration of the mutual premises,
covenants and other agreements contained herein, the parties hereby agree as
follows: 

	1. 	
      General.

	 	 	 
		1.1 	
      Position. The Employee’s duties and
      responsibilities shall include but not be limited to those duties and
      responsibilities customarily performed by a Chief Financial Officer of a
      United States publicly listed reporting issuer and its subsidiaries. The
      Employee shall provide services to Orgenesis Inc. via the Company and
      report regularly and shall be subject to the direction and control of the
      CEO of Orgenesis Inc. (the “Direct Supervisor”). The Employee shall
      perform his duties diligently, conscientiously and in furtherance of best
      interests of the Company, in accordance with the instructions of the
      Board, as applicable. The Employee agrees and undertakes to inform the
      Company, immediately after becoming aware of any matter that may in any
      way raise a conflict of interest between the Employee and the Company.
      During his employment by the Company, the Employee shall not receive any
      payment, compensation or benefit from any third party in connection,
      directly or indirectly, with his position hereunder.

	 	 	 
		1.2 	
      Scope of Employment.

	 	 	 
			
      1.2.1 The Employee will be employed on a full time
      basis.







-2- 

	 		1.2.2 	
      Commencing as of April 1, 2014, the Employee shall devote
      100% of his entire business time and attention to the business of the
      Company. Employee shall not undertake or accept any other paid or unpaid
      employment or occupation or engage in any other business or volunteer
      endeavors that will cause Employee to breach his undertakings or
      obligations to the Company hereunder, without the prior written consent of
      the Board. Notwithstanding the aforesaid, the Employee shall be permitted,
      with the prior consent of his Direct Supervisor , to serve as director in
      companies that do not engage in similar business as the Company and do not
      compete in any way with the Company, all provided that such engagement
      with other companies shall not conflict with, or cause the Employee to
      breach his undertakings or obligations to the Company hereunder. The
      Company has been informed and is aware that the Employee is currently a
      director in AudioCodes Ltd. and Enzymotec Ltd., which do not engage in
      similar business as the Company or compete with the Company, and the
      Company consents that the Employee can continue to serve as a director in
      those companies. Should any conflict of interest arise in connection
      therewith, the Employee shall immediately inform the Company of such
      conflict of interest.

	 	 	 	 
	 	1.3 	
      Employee's Undertakings, Representations and
      Warranties.

	 	 	 	 
	 		
      The Employee represents and warrants that the execution
      and delivery of this Agreement and the fulfillment of its terms: (i) will
      not constitute a default under or conflict with any agreement or other
      instrument to which he is a party or by which he is bound; and (ii) do not
      require the consent of any person or entity. Further, with respect to any
      past engagement of the Employee with third parties and with respect to any
      permitted engagement of the Employee with any third party during the term
      of his engagement with the Company (for purposes hereof, such third
      parties shall be referred to as "Other Employers"), the Employee
      represents, warrants and undertakes that: (a) his engagement with the
      Company is and/or will not be in breach of any of his undertakings toward
      Other Employers, and (b) he will not disclose to the Company, nor use, in
      provision of any services to the Company, any proprietary or confidential
      information belonging to any Other Employer.

	 	 	 	 
	 		
      The Employee acknowledges and agrees that all information
      technology systems of the Company to which he shall have access are the
      sole and exclusive property of the Company, and that all such systems are
      and shall be monitored by the Company regularly, at its discretion.
      Employee understands, acknowledges and agrees that he should have no
      expectation of privacy in his use of such
systems.







-3- 

		
      The Employee will comply with all policies and rules of
      the Company and acknowledges that as a public company, the Company will
      have policies and restrictions on trading in Company securities and
      disclosure that are much more restrictive than private companies. Such
      policies may be amended at the discretion of the Company’s board at any
      time.

	 	 	 
		
      The Employee agrees not to trade in the securities of the
      Company at any time while in possession of material, undisclosed (to the
      public by way of news release or EDGAR filing) information regarding the
      Company, its subsidiaries, or any publicly traded company with which the
      Company has an existing or pending business relationship.

	 	 	 
	2. 	
      Term and Termination of Employment.

	 	 	 
		2.1 	
      Term. The Employee's employment by the Company
      shall commence on April 1, 2014 (the "Commencement Date") and shall
      continue until it is terminated pursuant to the terms set forth
    herein.

	 	 	 
		2.2 	
      Termination at Will. Either party may terminate
      the employment relationship hereunder at any time by giving the other
      party a prior written notice as set forth in Schedule A (the
      "Notice Period"). It is clarified that, if the Company is entitled
      to terminate the employment hereunder, it may terminate the employment
      relationship with immediate effect upon a written notice to Employee and
      payment to the Employee of a onetime amount equal to the Salary to which
      the Employee would have been entitled during the Notice Period, in lieu of
      such prior notice.

	 	 	 
		2.3 	
      Termination for Cause. The Company may immediately
      terminate the employment relationship for Cause, and such termination
      shall be effective as of the time of notice of the same. "Cause"
      means (a) a material breach of this Agreement; (b) any willful failure to
      perform or willful failure to perform competently any of the Board's
      instructions or any of the Employee's fundamental functions or duties
      hereunder which was not cured within 7 days following the delivery by the
      Company of a written notice thereof; (c) engagement in willful misconduct
      or acting in bad faith with respect to the Company which was not cured
      within 7 days following the delivery by the Company of a written notice
      thereof; or (d) conviction of a felony involving moral
  turpitude.







-4- 

		2.4 	
      Notice Period; End of Relations. During the Notice
      Period and unless otherwise determined by the Company in a written notice
      to the Employee, the employment relationship hereunder shall remain in
      full force and effect, the Employee shall be obligated to continue to
      discharge and perform all of his duties and obligations with Company, and
      the Employee shall cooperate with the Company and assist the Company with
      the integration into the Company of the person who will assume the
      Employee's responsibilities.

	 	 	 
	3. 	
      Covenants.

	 	 	 
		3.1 	
      Proprietary Information; Assignment of Inventions and
      Non-Competition. By executing this Agreement and in partial
      consideration for the Salary (as such term is defined hereunder), the
      Employee confirms and agrees to the provisions of the Company's
      Proprietary Information, Assignment of Inventions and Non-Competition
      Agreement attached as Schedule B hereto.

	 	 	 
	4. 	
      Salary and Additional Compensation; Insurance;
      Advanced Study Fund.

	 	 	 
		4.1 	
      Salary. The Company shall pay to the Employee as
      compensation for the employment services a salary in the gross amount set
      forth in Schedule A (the “Salary”). Except as
      specifically set forth herein, the Salary includes any and all payments to
      which the Employee is entitled from the Company hereunder and under any
      applicable law, regulation or agreement. The Salary is to be paid to the
      Employee in accordance with the Company's normal and reasonable payroll
      practices, after deduction of applicable taxes and like
payments.

	 	 	 
			
      One-time signing bonus. The Employee shall be
      entitled to a one-time lump sum signing bonus in a gross amount of NIS
      25,000 which shall be payable together with the Employee’s first monthly
      Salary as per his pay slip for the month of April, 2014. Such signing
      bonus shall not have any effect on his social benefits, which shall be
      calculated according to his regular monthly Salary.

	 	 	 
		4.2 	
      Bonus Policy. To the extent that the Company
      adopts a bonus or incentive plan, the Employee will be a candidate for an
      annual bonus under the terms and criteria of such plan and in accordance
      with Company policy.

	 	 	 
		4.3 	
      Position of Trust. The Employee agrees that
      Employee's position is one that requires a special measure of personal
      trust and loyalty. Therefore, the provisions of the Hours of Work and Rest
      Law-1951 shall not apply to the Employee and the Employee shall not be
      entitled to any compensation for working more than the maximum number of
      hours per week set forth in such Law in addition to the compensation set
      forth in this Agreement.







-5- 

	 	4.4 	
      Manager's Insurance/Pension

	 	 	 	 
	 		4.4.1 	
      The Company shall contribute at the end of each month
      during the employment of Employee hereunder, an aggregate amount equal to
      13.33% of the Salary for the preceding month to a Managers Insurance
      (Bituach Menahalim) policy (the “Policy”) or 14.33% of the Salary
      to a comprehensive pension plan (“Pension Plan”), as shall be
      decided by the Employee, through an agency to be selected by the Company,
      to be divided as follows: (i) 8.33% towards severance pay (the
      “Company’s Severance Contribution”); and (ii) either (a) in the
      case of a Policy, 5% toward provident (compensation) payments, subject to
      deduction of 5% from the Employee’s Salary as detailed below; or (b) in
      the case of a Pension Plan, 7.5% toward provident (compensation) payments,
      subject to deduction of 6.0% from the Employee’s Salary, as detailed
      below. In case the employee chooses a Policy, the Company shall pay a
      percentage of the Salary required in order to insure 75% of the Salary
      (and in any event no more than 2.5% of the Salary) towards loss of working
      capacity disability insurance pursuant to the Company's disability
      insurance. The Employee agrees that the Company shall deduct from the
      Salary an amount equal to 5% or 5.5% of the Salary, as applicable, for the
      preceding month, and shall pay such amount as premium payable in respect
      of the provident compensation component of Policy or the Pension Plan, as
      the case may be. In the event the Employee elects to be insured under a
      combination of the Policy and Pension Plan, the Employee may determine the
      allocation between the two, provided that, in any event the Company’s
      contributions will not exceed the maximum amounts set forth
  above.

	 	 	 	 
	 		4.4.2 	
      The Company undertakes to transfer the Policy or the
      Pension Plan, as applicable, to the Employee within a reasonable time
      after termination of the Employee’s employment with the Company, whether
      terminated by the Company or the Employee.

	 	 	 	 
	 		4.4.3 	
      The Company’s Severance Contributions will be in lieu of
      the severance pay that the Employee will be entitled to in the event of
      his termination, all in accordance with the provisions of Section 14 of
      the Severance Pay Law, 5723-1963. The Employee’s signature on this
      Agreement represents the Employee’s agreement to the content of this
      section. The Company waives in advance any right it may have in the future
      for the return of the Company’s Severance Contributions, or any of them,
      unless:







-6- 

	 		4.4.4 	
      The Employee’s entitlement for severance pay has been
      deprived by a judgment, under the provisions of sections 16 or 17 of the
      Severance Pay Law, 5723-1963, and as long as it was so deprived;
  or

	 	 	 	 
	 		4.4.5 	
      The employee has withdrawn monies from the Policy or the
      Pension Plan, as applicable, not in circumstances of death, disability or
      retirement at the age of 60 or more.

	 	 	 	 
	 		4.4.6 	
      A copy of the Order and Confirmation Regarding Payments
      of Employers to the Policy and Pension Plan instead of Severance Pay is
      attached as Schedule C to this Agreement.

	 	 	 	 
	 		4.4.7 	
      The Company's contribution to the Policy or the Pension
      Plan, as applicable, shall be calculated solely based on the Salary, and
      the Employee's entitlement to severance pay, if any, shall be calculated
      solely based on the Salary and no other payment, right or benefit to which
      the Employee is entitled under this Agreement or by law shall be taken
      into account in such calculations.

	 	 	 	 
	 	4.5 	
      Advanced Education Fund.

	 	 	 	 
	 		4.5.1 	
      The Company together with the Employee will maintain a
      Further Education Fund ("Keren Hishtalmut"). Each month, the
      Company shall contribute to such fund an amount equal to 7.5% of the
      Salary and the Employee shall contribute to such fund an amount equal to
      2.5% of the Salary.

	 	 	 	 
	 		4.5.2 	
      All of the Employee's aforementioned contributions shall
      be transferred to the fund by the Company by deducting such amounts from
      each monthly Salary payment. Notwithstanding the aforesaid, the Employee
      may instruct the Company in writing to contribute to such fund only the
      amount that is tax exempted and to increase the Salary (and all related
      payments) proportionately such that the aggregate cost to the Company for
      payments made by it to the Employee shall remain the same as if the
      Company was contributing the full amount to such fund.

	 	 	 	 
	 	4.6 	
      Additional Benefits.

	 	 	 	 
	 		4.6.1 	
      Expenses. The Company will reimburse the Employee
      for business expenses borne by the Employee, provided that such expenses
      were expressly approved in advance by the Company, and against valid
      invoices furnished by the Employee to the
Company.







-7- 

	 		4.6.2 	
      Vacation. The Employee shall be entitled to the
      number of paid vacation days during each year as set forth in
      Schedule A, to be taken at times subject to the reasonable
      approval of the Direct Supervisor. Up to such number of unused vacation
      days as set forth in Schedule A may be carried forward from
      one year to the next and any such carried unused vacation day shall be
      forfeited without any payment at the end of the second year. The Employee
      shall not receive payment in lieu of any accrued and unused vacation days,
      except in the context of his termination in accordance with applicable
      law. To the extent that Employee has accrued unused vacation days which he
      is unable to exploit due to work load, the Direct Supervisor may approve
      redemption of such unused days that would otherwise be
forfeited.

	 	 	 	 
	 	4.7 	
      Sick Leave; Recuperation Pay. The Employee shall
      be entitled to that number of paid sick leave per year as set forth in
      Schedule A (with unused days to be accumulated up to
      the limit set pursuant to applicable law), and also to 10 Recuperation Pay
      ("Dmei Havra'a") pursuant to applicable law.

	 	 	 	 
	 	4.8 	
      Company Car:

	 	 	 	 
	 		
      At the Employee's request, subject to the Company
      approving and executing an agreement with a leasing company, the Company
      shall provide the Employee with a family size car of make and model
      pursuant to Company's discretion (the "Car"), as part of the
      Company's car leasing arrangement.

	 	 	 	 
	 		
      The Car shall be used by the Employee solely for
      Employee’s business and reasonable personal use and for the reasonable use
      of members of Employee’s immediate family; provided that the Company’s
      procedures in respect thereof, as shall be updated by the Company from
      time to time, are strictly followed. Employee shall take good care of the
      Car and ensure that the provisions of the insurance policy and Company’s
      rules relating to Car are strictly, lawfully and carefully observed.
      Employee is aware that in order to provide him with the Car the Company
      shall lease the Car from a leasing company, and Employee undertakes to
      strictly comply with the provisions of the leasing
  agreement.







-8- 

The Employee shall bear and pay for
the following: (i) all penalties and expenses relating to any violation of law
committed in connection with the use of the Car; (ii) all amounts exceeding the
agreed fuel usage (which shall be the amount determined by the leasing company,
and if not limited in the lease agreement between the Company and the leasing
company then 35,000 kilometers per year); (iii) all exceptional amounts which
the Company is charged by the leasing company in connection with the use of the
Car (other than the regular monthly leasing cost charged to Company), and
including without limitation, any deductible amounts (“Hishtatfut
Atzmit”) charged; (iv) all amounts which the Company is charged by the
leasing company with regard to the early return of the Car, including penalties,
in the event that the Company returns the Car to the leasing company as the
result of the termination of this Agreement by the Employee or by the Company
(if for Cause as defined herein). 

Employee hereby irrevocably authorizes
the Company to set off and deduct all amounts that may be owed to Company under
this Section against any and all amounts due to Employee from Company under this
Agreement.

The Company shall gross up the
attributed income, in accordance with income tax regulations applicable
thereto.

Employee shall return the Car
(together with its keys and any other equipment supplied and/or installed
therein by Company) to Company’s principal office upon termination of Employee’s
employment with Company. Employee shall have no rights of lien with respect to
Car and/or any other equipment relating thereto as above mentioned. 

		4.9 	
      Additional Benefits. The Employee shall be
      entitled to additional benefits as set forth in Schedule
      A.

	 	 	 
	5. 	
      Miscellaneous.

	 	 	 
		5.1 	
      The laws of the State of Israel shall apply to this
      Agreement and the sole and exclusive place of jurisdiction in any matter
      arising out of or in connection with this Agreement shall be the Tel-Aviv
      Regional Labor Court.

	 	 	 
		5.2 	
      The provisions of this Agreement are in lieu of the
      provisions of any collective bargaining agreement, and therefore, no
      collective bargaining agreement shall apply with respect to the
      relationship between the parties hereto (subject to the applicable
      provisions of law).

	 	 	 
		5.3 	
      No failure, delay of forbearance of either party in
      exercising any power or right hereunder shall in any way restrict or
      diminish such party's rights and powers under this Agreement, or operate
      as a waiver of any breach or nonperformance by either party of any terms
      of conditions hereof.







-9- 

	 	5.4 	
      In the event it shall be determined under any applicable
      law that a certain provision set forth in this Agreement is invalid or
      unenforceable, such determination shall not affect the remaining
      provisions of this Agreement unless the business purpose of this Agreement
      is substantially frustrated thereby.

	 	 	 
	 	5.5 	
      The preface and schedules to this Agreement constitute an
      integral and indivisible part hereof. This Agreement 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, modified or
      supplemented in any respect, except by a subsequent writing executed by
      both parties hereto.

	 	 	 
	 	5.6 	
      The Employee acknowledges and confirms that all terms of
      the Employee's employment are personal and confidential, and undertakes to
      keep such term in confidence and refrain from disclosing such terms to any
      third party.



[Signature page to follow.]








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

	Orgenesis Ltd. 	/s/ Joseph Tenne 
	 	 
	  	Joseph Tenne 
	By: /s/ Vered Caplan 	  
	Title: 	  






-11- 

Schedule A 


	1. Name of
      Employee: 
	Joseph
      Tenne 
	2. ID No. of
      Employee: 
	053581575 

	3. Address of
      Employee: 
	6
      Hatoot St., Ramot Hasahvim 4593000 

	4. Notice Period: 	
      During the first year of employment, 30 (thirty) days
      advanced notice; after the completing one year of employment, 90 (ninety)
      days advanced notice. In the event of termination due to or following a
      change of control, 12 (twelve months) advanced notice. 

	5. Salary: 	Gross amount of NIS 40,000 (forty thousand) for
      scope of 100%. 
	6. Vacation Days
      Per Year: 	25
      days 
	7. Maximum Accumulated 
    Vacation Days
    	
      25 (twenty five) days may be accumulated from the
      previous year, such that the total available vacation days at any time
      (previous year and current year) shall be no more than 50 (fifty) days
    

	8. Sick Leave Days
      Per Year: 
	In
      accordance with applicable law 

	9. Options:

	As set
      forth in Schedule 1. 

	10. Phone and Internet Expenses: 	
      The Company shall provide the Employee with a cellular
      phone and internet connection at home and bear all related expenses. Taxes
      incurred in connection therewith shall be borne by Employee. 

	11. Membership Fees, License Fees, and Forums 	The Company shall reimburse Employee for all
      fees in connection with his CPA License, Member fees of Institute of CPAs
      in Israel and Forum CFO. 
	12. Seker Minhalim Tel Hashomer 	
      The Company shall bear the cost of a Seker Menhalim at
      the Institute for Medical Screening in the Chaim Sheba Medical Center Tel
      Hashomer once a year. 








-12- 

Schedule 1 

     Subject to terms of the Global
Share Incentive Plan (2012) of the Parent Company (the "Plan") and of the
grant of the Options (as defined below), in its sole discretion, the Parent
Company will grant the Employee options under the Capital Gains Track of Section
102 of the Israeli Tax Ordinance (the "102 Options"), with the terms and
conditions to be decided upon by the board within 30 days , subject to the
provisions of the Plan and to Employee signing on the Company's customary Option
Agreement and any and all other documents the Company may request its employees
to sign in connection with option grants: 


	1. Number of Shares subject to Option: 	_______ shares of common stock of the Parent
      Company, par value $0.001 each (as may be adjusted due to stock split,
      reverse stock split and the like). 
	2. Exercise Price:
    	US__________  per share of common stock. 
	3. Vesting: 	The 102 Options will vest quarterly over a period of 36
      months from the Commencement Date, and upon a Transaction (as defined the
      Plan), such 102 Options shall be accelerated in accordance with the terms
      set forth in the Plan, subject to the discretion of the Board of Directors
      of the Parent Company 
	4. Miscellaneous: 	Any Option (whether vested or unvested) that
      was not exercised into shares will expire 90 days following the later of
      the termination of Employee's employment with the Company (unless such
      termination was for Cause in which case they shall expire immediately upon
      such termination), or the termination of any other form of engagement
      between the Employee and the Company, all as shall be detailed in the
      Plan. 
	5. Tax: 	All tax consequences
      arising from the grant, exercise of the 102 Options or the payment of the
      exercise price of the 102 Options covered thereby shall be borne solely by
      the Employee and the Company shall withhold taxes according to the
      requirements under the applicable laws, rules, and regulations, including
      withholding taxes at source. 







-13- 

Schedule B 

Name of Employee:

Joseph Tenne 

ID No. of Employee:
 053581575 

	1. 	
      General

	 	 	 
		
      Capitalized terms herein shall have the meanings ascribed
      to them in the Personal Employment Agreement to which this Schedule is
      attached (the "Agreement"). For purposes of any undertaking of the
      Employee toward the Company, the term “Company” as used in this Schedule
      shall include Orgenesis Inc. (the “Parent Company”) and any
      subsidiaries and affiliates of each of the Company and the Parent Company.
      The Employee's obligations and representations and the Company's rights
      under this Schedule shall apply as of the Commencement Date, regardless of
      the date of execution of the Agreement.

	 	 	 
	2. 	
      Confidentiality; Proprietary Information

	 	 	 
		2.1 	
      "Proprietary Information" means confidential and
      proprietary information concerning the business and financial activities
      of the Company, (including without limitation 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,
      inventions, trade secrets and industrial secrets, and also confidential
      commercial information including investments, investors, employees,
      customers, suppliers, marketing plans, etc.), whether documentary,
      written, oral, computer generated, or any other form fixed or unfixed. For
      clarity and without limiting the foregoing, Proprietary Information may be
      provided to the Employee by the Company; additionally, Proprietary
      Information may arise from the services of the Employee under the
      Agreement. Proprietary Information shall also include information of the
      same nature which the Company may obtain or receive from third parties,
      and it includes Company Inventions (as such term is defined
    hereunder).







-14- 

		2.2 	
      Proprietary Information shall not include information
      that (i) was known to Employee prior to Employee's association with the
      Company, as evidenced by written records; (ii) is or shall become part of
      the public knowledge except as a result of the breach of the Agreement or
      this Schedule by Employee; or (iii) is or becomes available to the
      Employee on a non-confidential basis from a source other than the Company,
      unless the Employee knows or should reasonably know that such source is
      prohibited from disclosing the information to the Employee by a
      contractual, fiduciary or other legal obligation to the Company.

	 	 	 
		2.3 	
      Employee recognizes that the Company received and will
      receive confidential or proprietary information from third parties,
      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. In
      connection with such duties, such information shall be deemed Proprietary
      Information hereunder, mutatis mutandis.

	 	 	 
		2.4 	
      Employee agrees that all Proprietary Information, which
      includes all patents, trademarks, copyrights and other intellectual
      property and ownership rights in connection therewith, shall be the sole
      property of the Company its subsidiaries and their assigns (except as
      expressly provided herein). At all times, both during the employment
      relationship and after the termination of the engagement between the
      parties, Employee will keep in confidence and trust all Proprietary
      Information, and will not use or disclose any Proprietary Information or
      anything relating to it without the written consent of the Company or its
      subsidiaries, except as may be necessary in the ordinary course of
      performing Employee's duties under the Agreement.

	 	 	 
		2.5 	
      Upon termination of Employee's engagement with the
      Company, Employee will promptly deliver to the Company all documents and
      materials of any nature pertaining to Employee's engagement with the
      Company, and will not take with him any documents or materials or copies
      thereof containing any Proprietary Information.

	 	 	 
	3. 	
      Disclosure and Assignment of Inventions

	 	 	 
		3.1 	
      "Inventions" means any and all inventions,
      improvements, designs, concepts, techniques, methods, systems, processes,
      know how, works, computer software programs, databases, mask works and
      trade secrets, whether or not patentable, copyrightable or protectable as
      trade secrets; "Company Inventions" means any Inventions that are
      made or conceived or first reduced to practice or created by Employee,
      whether alone or jointly with others, during the period of Employee's
      engagement with the Company, and which are: (i) developed using equipment,
      supplies, facilities or Proprietary Information of the Company, (ii)
      result from work performed by Employee for the Company, or (iii) related
      to the field of business of the Company, or to current or
  anticipated research and development.







-15- 

	 	3.2 	
      Employee undertakes and covenants he will promptly
      disclose in confidence to the Company all Company Inventions. The Employee
      agrees and undertakes not to disclose to the Company any confidential
      information of any third party and, in the framework of his employment by
      the Company, not to make any use of any intellectual property rights of
      any third party except as expressly directed by the Company, or without
      the prior written consent of the Company.

	 	 	 
	 	3.3 	
      Employee hereby irrevocably transfers and assigns to the
      Company all right, title and interest in and to all rights in any Company
      Invention, and any and all moral rights that he may have in or with
      respect to any Company Invention.

	 	 	 
	 	3.4 	
      Employee agrees to assist the Company, at the Company's
      expense, in every proper way to obtain for the Company and enforce
      patents, copyrights, mask work rights, and other legal protections for the
      Company's rights in the Company Inventions in any and all countries.
      Employee will execute any documents that the Company may reasonably
      request for use in obtaining or enforcing such patents, copyrights, mask
      work rights, trade secrets and other legal protections. Such obligation
      shall continue beyond the termination of Employee's engagement with the
      Company. Employee hereby irrevocably designates and appoints the Company
      and its authorized officers and agents as Employee's agent and attorney in
      fact, coupled with an interest to act for and on Employee's behalf and in
      Employee's stead to execute and file any document needed to apply for or
      prosecute or enforce any patent, copyright, trademark, trade secret, any
      applications regarding same or any other right or protection relating to
      any Proprietary Information (including Company Inventions) that under this
      Agreement are the property of the Company, and to do all other lawfully
      permitted acts to further the Company's rights with respect to the
      prosecution and issuance and enforcement of patents, copyrights,
      trademarks, trade secrets or any other right or protection of the
      Company's rights relating to any Proprietary Information (including
      Company Inventions) that under this Agreement are the property of the
      Company, with the same legal force and effect as if executed by Employee
      herself.

	 	 	 
	 	3.5 	
      Without derogating from the above, the Employee shall not
      be entitled to any monetary or other consideration, whether in the form of
      royalties or otherwise, with respect to the transfer and assignment
      contemplated herein, including the payment of any consideration pursuant
      to Section 134 of the Israeli Patent Law, 1967, and hereby waives any
      rights he may have with respect thereto.








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	4. 	
      Non-Competition

	 	 	 
		4.1 	
      In consideration of Employee's terms of employment
      hereunder, which include special compensation for his undertakings under
      this Section 12 and the following Section 13, and in order to enable the
      Company to effectively protect its Proprietary Information, Employee
      agrees and undertakes that he will not, so long as the Agreement is in
      effect and for a period of twelve (12) months following termination of the
      Agreement, for any reason whatsoever, directly or indirectly, in any
      capacity whatsoever, engage in, become financially interested in, be
      employed by, or have any connection with any business or venture that is
      engaged in any activities competing with the activities of the
    Company.

	 	 	 
		4.2 	
      Employee agrees and undertakes that during the employment
      relationship and for a period of twelve (12) months following termination
      of this engagement for whatever reason, Employee will not, directly or
      indirectly, including personally or in any business in which Employee may
      be an officer, director or shareholder, solicit for employment any person
      who is employed by the Company, or any person retained by the Company as a
      consultant, advisor or the like who is subject to an undertaking towards
      the Company to refrain from engagement in activities competing with the
      activities of the Company (for purposes hereof, a "Consultant"), or
      was retained as an employee or a Consultant during the six months
      preceding termination of Employee's employment with the Company.

	 	 	 
	5. 	
      Reasonableness of Protective Covenants

	 	 	 
		5.1 	
      Insofar as the protective covenants set forth in this
      Schedule are concerned, Employee specifically acknowledges, stipulates and
      agrees as follows: (i) the protective covenants are reasonable and
      necessary to protect the goodwill, property and Proprietary Information of
      the Company, and the operations and business of the Company; and (ii) the
      time duration of the protective covenants is reasonable and necessary to
      protect the goodwill and the operations and business of Company, and does
      not impose a greater restrain than is necessary to protect the goodwill or
      other business interests of the Company. Nevertheless, if any of the
      restrictions set forth in this Schedule is found by a court having
      jurisdiction to be unreasonable or overly-broad as to geographic area,
      scope or time or to be otherwise unenforceable, the parties hereto intend
      for the restrictions set forth in this Schedule to be reformed, modified
      and redefined by such court so as to be reasonable and enforceable and, as
      so modified by such court, to be fully
enforced.







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	6. 	
      Remedies for Breach

	 	 	 
		6.1 	
      Employee acknowledges that the legal remedies for breach
      of the provisions of this Schedule may be found inadequate and therefore
      agrees that, in addition to all of the remedies available to Company in
      the event of a breach or a threatened breach of any of such provisions,
      the Company may also, in addition to any other remedies which may be
      available under applicable law, obtain temporary, preliminary and
      permanent injunctions against any and all such actions.

	 	 	 
	7. 	
      Intent of Parties

	 	 	 
		7.1 	
      Employee recognizes and agrees: (i) that this Schedule is
      necessary and essential to protect the business of Company and to realize
      and derive all the benefits, rights and expectations of conducting
      Company’s business; (ii) that the area and duration of the protective
      covenants contained herein are in all things reasonable; and (iii) that
      good and valuable consideration exists under the Agreement, for Employee's
      agreement to be bound by the provisions of this Schedule.

	 	 	 
		7.2 	
      Employee's undertakings set forth in this Schedule B
      shall remain in full force and effect after termination of the Agreement
      or any renewal thereof, for any reason whatsoever, provided, however, that
      the provisions of Sections 12 and 13 shall in full force and effect only
      in the period of time detailed therein.



 


 

	 	Orgenesis Ltd. 	/s/ Joseph Tenne 
	 	 	 
	 	  	Joseph Tenne 
	 	By: /s/ Vered Caplan 	  
	 	Title: 	  






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Schedule C 

Order and Confirmation Regarding Payments of Employers to
Pension Funds and Insurance Funds instead of Severance Pay 








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