AGREEMENT

    


    This
Agreement (the “Agreement”) is effective as of
this 7th day of January, 2009 (the “Effective Date”) by and
between, Oramed Pharmaceuticals Inc., a company established under the laws of
the state of Navada with offices at 2/5 High Tech Park, Givat Ram Jerusalem,
Israel (“OraMed”), and
Hadasit Medical Research Services and Development Ltd. an Israeli Company with
offices at P.O.B 12000, Jerusalem, 91120 Israel (the “Hadasit”).

     

    Whereas, OraMed is the
successor of Integrated Security Technologies, Inc. ("IST"); and

    


    Whereas, Hadasit and IST
entered on February 1, 2006 into the agreement regarding Method of Replacing
Insulin Injections with Oral Insulin attached hereto as Exhibit A (the "First Agreement");
and

    


    Whereas, the First Agreement
contains certain terms and conditions all of which have been met by OraMed,
including, the Financing defined in Section 7 of the First Agreement which has
been raised by OraMed, the Clinical Trials defined in Section 5 of the First
Agreement which have been successfully completed and the closing conditions in
section 13 and 14 of the First Agreement which have been met; and

    


    Whereas, the parties now wish
to perform the Closing (as defined in the First Agreement) and replace the First
Agreement with the terms and conditions set forth herein;

    


    Now
therefore, the parties hereto agree as follows:

    


    
      	
              1.

            	
              DEFINITIONS. In addition
      to terms elsewhere defined in this Agreement, the following terms shall
      have the meanings set forth opposite each one of
  them:

            


    

    


    
      	
            	
              1.1.

            	
              "Acquired Patents" means
      the Patents set forth on Exhibit B
      and all subject matters disclosed and claimed
  therein.

            


    

    


    
      	
            	
              1.2.

            	
              "Additional Patents"
      means all Patents filed by OraMed as a result of the collaboration with
      Hadasit as listed in Exhibit C and
      all subject matters disclosed and claimed
  therein

            


    

    


    
      	
            	
              1.3.

            	
              Patents" means
      (i) all patents and patent applications and any patents issuing
      therefrom worldwide, (ii) any patents and patent applications claiming
      priority form (i) above, (iii) any substitutions, divisions,
      continuations, continuations-in-part, reissues, renewals, registrations,
      confirmations, re-examinations, extensions, supplementary protection
      certificates, term extensions (under patent or other law), certificates of
      invention and the like, of any such patents or patent applications,
      (iv) any foreign or international equivalent of any of the foregoing;
      and (v) any application claiming priority of any patent in (i)-(iv)
      above.

            


    

    


    
      	
              2.

            	
              ASSIGNMENT
      OF PATENTS

            


    

    


    
      	
            	
              2.1.

            	
              Consideration.
      Hadasit acknowledges and agrees that the 4,141,532 common stock par value
      US$0.001 of OraMed issued to Hadasit on February 17, 2006 constitute the
      sole and complete compensation and consideration for the sale, transfer
      and assignment of the Acquired Patents and Additional Patents and that
      Hadasit is not and will not be entitled for any additional consideration
      of any kind for the sale, transfer and assignment of the Acquired Patents
      and the Additional Patents.

            


    

    


    
      	
            	
              2.2.

            	
              Acquired
      Patents. Hadasit confirms that it has conveyed, transferred and
      assigned all if its ownership rights in the Acquired Patents and any other
      rights, title and interest in and to the Acquired Patents to OraMed and
      that Hadasit has no and will have no claims whatsoever regarding the
      Acquired Patents. Hadasit further confirms and acknowledge that OraMed has
      had the right to file the Acquired Patents in its own
  name.

            


    

    


    
      	
            	
              2.3.

            	
              Additional
      Patents. Hadasit further confirms its ownership rights and any
      other rights, title and interest in and to the Additional Patents have
      been or will be assigned, conveyed and transferred to OraMed exclusively
      immediately upon OraMed's requests and that Hadasit has no and will have
      no claims whatsoever regarding these Additional
  Patents.

            


    

    


    
      	
            	
              2.4.

            	
              For
      the avoidance of doubt, Hadasit acknowledges and confirms that it has
      neither claims of any kind nor any rights to any of the Additional Patents
      listed in Exhibit C, attached hereto, all of which were filed by OraMed
      after the First Agreement. OraMed will exclusively control all
      prosecution, defense, enforcement, maintenance and will fully incur all
      costs of maintenance of both the Acquired Patents and the Additional
      Patents. Should OraMed decides for any reason not to incur some of the
      Patent costs and expenses (including, but not limited to, defense thereof
      against third parties claims or prosecution of third parties infringing
      same) relating to the Acquired Patents, and Hadasit shall bear such
      expenses in its stead, then OraMed shall be deemed to have automatically
      waived and assigned all its rights under the Acquired Patents or the
      Additional Patents, and shall not be entitled to any remuneration or
      compensation in respect of such rights or such assignment derived from
      Hadasit incurring such expenses. OraMed shall then take all steps and/or
      execute all documents necessary in order to give full force and effect to
      any such agreement to assign the Acquired or Additional Patents to
      Hadasit.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.5.

            	
              In
      the event that Dr. Miriam Kidron is subsequently discovered not to be the
      sole inventor of the Acquired Patents or the Additional Patents and that
      either of them is subject to a claim by any current or former employee of
      Hadassah Medical Organization ("Hadasit Inventor"), any consideration that
      may be required to be paid to any Hadasit Inventor pursuant the Hadasit's
      internal guidelines or otherwise will be payable to such Hadasit Inventor
      solely by Dr. Miriam Kidron. In no event, including the event described in
      this subsection, shall the consideration paid to Hadasit be reduced and/or
      altered in any manner in order to compensate the Hadasit Inventor. Any and
      all Hadasit Inventor shall assign and will assign and transfer their
      entire right, title, and interest exclusively to Oramed, subject to the
      Hadasit Inventor’s entitlement to a proportionate share of Dr. Miriam
      Kidron share holdings in OraMed.

            


    

    


    
      	
            	
              2.6.

            	
              Representations and
      Warranties. Hadasit hereby represents and warrants
      that:

            


    

    


    
      	
               
      

            	
              2.6.1.

            	
              It
      has as of the Effective Date, and will have during the Term, sufficient
      rights and power to grant the rights to OraMed to which it purports to
      grant herein, free and clear of any and all liens and any requirements of
      charges, fees, rights, conditions or restrictions of any kind;
      and

            


    

    


    
      	
               
      

            	
              2.6.2.

            	
              It
      has not granted any third parties any rights or licenses in the Acquired
      Patents and Additional Patents.

            


    

    


    
      	
               
      

            	
              2.6.3.

            	
              From
      November 1, 2006, Dr. Miriam Kidron is no longer an employee of Hadassa
      Medical Organization or Hadasit, and no employer-employee relationship
      exists as of that date between Hadassah Medical Organization or Hadasit
      and Dr. Miriam Kidron. Furthermore, from November 1, 2006 any results
      developed by Dr. Miriam Kidron using her funds, do not belong to Hadassah
      Medical Organization or to Hadasit.

            


    

    


    
      	
               
      

            	
              2.6.4.

            	
              it
      will execute any further document reasonably requested by OraMed in order
      to effect this Agreement and the assignment of rights
    herein.

            


    

    


    
      	
               
      

            	
              2.6.5.

            	
              this
      Agreement is a legal and valid obligation binding upon it and enforceable
      in accordance with its terms; and

            


    

    


    
      	
               
      

            	
              2.6.6.

            	
              the
      execution, delivery and performance of this Agreement do not conflict with
      any agreement, instrument or understanding, oral or written, to which it
      is a party or by which it may be bound, nor violate any law or regulation
      of any court, governmental body or administrative or other agency having
      jurisdiction over it.

            


    

    


    
      	
            	
              2.7.

            	
              Disclaimer.
      Except as expressly set forth herein, NEITHER PARTY MAKES ANY
      REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND
      EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE,
      NON-INFRINGEMENT,  MERCHANTIBILITY   AND  FITNESS   FOR  A  PARTICULAR
      PURPOSE.

            


    

    


    
      	
              3.

            	
              CLINICAL
      TRIALS

            


    

    
      	
            	
              3.1.

            	
              Clinical Trial.
      Hadasit further acknowledges and agrees that all the results of Clinical
      Trials including currently performed clinical trials concerning the
      intellectual property and technology which is the subject matter of this
      Agreement, including all intellectual property right thereof, data,
      information, records, notes forms and regulatory files belong exclusively
      to OraMed.

            


    

     

    
      
        
        

      

      
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              3.2.

            	
              Dr. Miriam
      Kidron. Dr. Kidron has retired and is not longer an employee of
      Hadsit or Hadassah Medical Organization. OraMed has no outstanding
      obligations for Hadasit with respect to Dr. Kidron and Hadasit has no
      claims for her as they relate to the First Agreement, the Acquired Patents
      and/or the Additional Patents, subject to sub-clause 2.5
      above.

            


    

    


    
      	
              4.

            	
              TERM

            


    

    
      	
            	
              4.1.

            	
              This
      Agreement shall become effective on the Effective Date and shall continue
      until the last to expire of the Acquired Patents and the Additional
      Patents (the "Term").

            


    

    


    
      	
              5.

            	
              MISCELLANEOUS.

            


    

    
      	
            	
              5.1.

            	
              Governing Law.
      This Agreement shall be governed by and construed according to the laws of
      the State of Israel without regard to the conflict of laws provisions
      thereof.  Any dispute arising under or in relation to this
      Agreement shall be resolved in the competent courts of Tel Aviv-Jaffa
      District, and each of the parties hereby submits irrevocably to the
      jurisdiction of such court.

            


    

    


    
      	
            	
              5.2.

            	
              Assignment.
      Hadasit may not assign any of its rights or delegate any of its
      obligations under this Agreement by operation of law or otherwise without
      the prior written consent of OraMed.  OraMed shall be free to
      assign this Agreement in its sole discretion to its affiliates or to an
      entity that acquires a majority of the assets of OraMed to which this
      Agreement relates or all or substantially all of the equity of OraMed,
      provided that any such Assignee fully undertakes OraMed’s obligations
      under this Agreement. Any attempted assignment in violation of the
      foregoing shall be null and void and of no effect. Subject to the
      foregoing, this Agreement shall bind and inure to the benefit of the
      Parties and their successors and
assigns.

            


    

    


    
      	
            	
              5.3.

            	
              Headings. The
      heading and captions are for convenience only and do not form part of this
      Agreement and are not intended to interpret, define or limit the scope,
      extent or intent of this Agreement or any provisions
    hereof.

            


    

    


    
      	
            	
              5.4.

            	
              Exhibits. The
      exhibits of this Agreement form an integral part of this Agreement and
      they may be changed and updated by agreement in writing of both Parties
      hereto from time to time.

            


    

    


    
      	
            	
              5.5.

            	
              Notices.  Notices
      to either Party to this Agreement shall be deemed given (a) four business
      days after being mailed by airmail, postage prepaid, (b) the same business
      day, if dispatched by facsimile and sender receives acknowledgment of
      receipt.  Mail shall be addressed as first set forth above, or
      to either Party at such other address as it shall have notified the other
      pursuant to the provisions of this subsection 5.5.

            


    

    


    
      	
            	
              5.6.

            	
              Entire
      Agreement.  This Agreement constitutes the entire
      agreement between OraMed and Hadasit with respect to the subject matter
      hereof superseding any prior agreement, including, the First Agreement,
      which is hereby no longer valid and shall be null and void.  In
      the event of a contradiction between the body of this Agreement and any
      one of the exhibits thereto, the provisions contained in this Agreement
      shall prevail.

            


    

    


    
      	
            	
              5.7.

            	
              Amendment. This
      Agreement may not be altered, amended or modified, except by formal
      agreement in writing signed by duly authorized representatives of both
      Parties.

            


    

    


    
      	
            	
              5.8.

            	
              Independent
      Contractors.  The Parties hereto are and shall remain
      independent contractors. Nothing herein shall be deemed to establish a
      partnership, joint venture, or agency relationship between the Parties.
      Neither Party shall have the right to obligate or bind the other Party in
      any manner to any third party.

            


    

    


    
      	
            	
              5.9.

            	
              No
      Waiver.  Neither Party shall, by mere lapse of time,
      without giving notice thereof, be deemed to have waived any breach by the
      other Party of any terms or provisions of this Agreement.  The
      waiver by either Party of any such breach shall not be construed as a
      waiver of subsequent breaches or as a continuing waiver of such
      breach.

            


    

    


    
      	
            	
              5.10.

            	
              Severability.  In
      the event that any provision contained in his Agreement should, for any
      reason, be held to be invalid or unenforceable in any respect under the
      laws of any jurisdiction where enforcement is sought, such invalidity or
      unenforceability shall not affect any other provision of this Agreement
      and this Agreement shall be construed as if such invalid or unenforceable
      provision had not been contained
herein.

            


    

     

    
      
        
        

      

      
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              5.11.

            	
              Counterparts.
      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

            


    

    


    
      	
            	
              5.12.

            	
              Indemnification:
      Oramed shall indemnify, defend and hold harmless Hadasit, Hadassah Medical
      Organization, their trustees, officers, directors, medical and
      professional staff, employees, students and agents and their respective
      successors, heirs and assigns (the "Indemnitees"), against any liability,
      damage, loss or expense (including reasonable attorneys' fees and expenses
      of litigation) incurred by or imposed upon the Indemnitees or any one of
      them in connection with any claims, suits, actions, demands or judgments
      arising out of the production, manufacture, sale, use in commerce or in
      human clinical trials, lease, or promotion by OraMed or by a licensee,
      affiliate or agent of OraMed of any product, process or service relating
      to, or developed based on the Acquired Patents or the Additional Patents,
      or arising out of the performance of any related Clinical Trials. Oramed's
      indemnification obligation above will not apply to any liability, damage,
      loss or expense to the extent that it is attributable to the negligence,
      gross negligence, intentional misconduct or breach of any applicable laws
      by any of the Indemnitees.

            


    

    


    
      	
            	
              5.13.

            	
              Notwithstanding
      anything to the contrary herein, OraMed shall not use the names of the
      Hadasit, “Hadassah” or “HMO” without Hadasit’s prior written approval, not
      to be unreasonably withheld, all except for (a) references to scientific
      publications which are already in the public domain at the time of
      publication and (b) applications for regulatory approvals to official
      authorities, and (c) as requested by regulatory authorities as required by
      law or applicable regulation. Notwithstanding the foregoing, OraMed shall
      include appropriate acknowledgement and credit to Hadasit, HMO, and their
      employees in any publication relating to the Clinical Trials and/or the
      Patents, in whatever media, including application(s) to official
      authorities or presentations to potential investors. Hadasit acknowledges
      that OraMed is a reporting issuer in the United States and as such must
      file a copy of this Agreement with the SEC, which will be open for
      inspection by any party over the internet. Additionally, OraMed will be
      required to make full disclosure in material change report and in its
      periodic reports and other regulatory filing all aspects of this
      transaction. Hadasit hereby consents to all such
  filings.

            


    

     

    IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed by their respective
duly authorized representatives as of the Effective Date.

    


    
      
        
          	
                  HADASIT

                	 
      	
                  ORAMED
      INC.

                
	 	 	 
	
                  By:

                	
                  /s/ Raphael Hofstein

                	 
      	
                  By:

                	
                  /s/ Nadav Kidron

                
	
                  Name:

                	
                  Raphael Hofstein

                	 
      	
                  Name:

                	
                  Nadav Kidron

                
	
                  Title:

                	
                  President & CEO

                	 
      	
                  Title:

                	
                  CEO

                


        

      

    

     

    
      
        
        

      

      
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