Exhibit 11.1





Description: cid:A19EDEEB848744BD9BD10E2350C6C70C@steven



Kitov Pharmaceuticals Holdings Ltd.







Code
of Ethics and Business Conduct



| | A. | Purpose
| | -- | -------



The Board of Directors
of Kitov Pharmaceuticals Holdings Ltd. (together with its subsidiary, the "Company" or “KITOV”) has adopted
this Code of Ethics and Business Conduct (the "Code") in order to:

(a)    
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

(b)    
promote complete, fair, proper, timely and understandable disclosure in reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission (the "SEC"), the Israel Securities Authority (“ISA”), the NASDAQ,
the Tel Aviv Stock Exchange (the “TASE”) and in other public communications made by the Company;

(c)    
promote compliance with applicable governmental laws, rules and regulations;

(d)    
promote the protection of Company assets, including corporate opportunities and confidential information;

(e)    
promote fair dealing practices;

(f)     
deter wrongdoing; and

(g)    
ensure accountability for adherence to the Code.





In order to implement these principles
and to support the measures by which the Company, its managers and employees will conduct themselves pursuant thereto, the Company
has adopted this Code to anchor the fundamental norms conducted within the Company, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships; avoidance of conflicts of interest, including disclosure
to the General Counsel of the Company (the "Compliance Officer") of any material transaction or relationship that
reasonably could be expected to give rise to such a conflict; complete, fair, proper timely and understandable disclosure in periodic
reports filed by Company as well as in its other public communications; compliance with all applicable governmental rules and regulations;
prompt internal reporting of violations of this Code of Ethics; and accountability for adherence to this Code of Ethics, and to
offer clear and readable rules thereunder.



The rules are not a closed or
exhaustive list of principles that guide the Company's activities. When there is no clear answer in the rules to issues that require
an employee to exercise discretion, such employee must act in order to fulfill the requirements of the law and the principles presented
here, and the spirit of the rules.



These rules apply to the Company,
its directors, managers and employees, in all aspects of the Company's operations, both relations within the Company and externally.
All directors, officers and employees are required to be familiar with the Code. Additionally, key advisors and service providers
(“Service Providers”) will be informed in general or on an as needed basis about the Code and their cooperation
will be required. KITOV expects its directors, managers, employees and Service Providers to comply with the Code. Violation of
the Code by a manager, employee or Service Provider may result in, among other things and subject to applicable law, termination
of the relationship with the Company.















| | B. | Compliance with the Law
| | -- | -----------------------



The uncompromising policy of
KITOV is to meet all statutory requirements, including in the United States of America, in Israel and in other countries where
the Company operates. As such, employees, officers and directors should comply, both in letter and spirit, with all applicable
laws, rules and regulations in the cities, states and countries in which the Company operates. The Company utilizes, as appropriate,
legal counsel, accounting advisors and regulatory consultants in order to enable it to best prepare for and comply with statutory
requirements.



Advice should be requested from
the Compliance Officer every time the legality of a particular activity is in question.



KITOV is aware that even apparent
violations of applicable law are able to hurt its reputation as well as to undermine relevant third parties’ trust in KITOV.
Therefore KITOV urges its personnel to avoid even the appearance of any violation.



| | C. | The Company and its Employees/Consultants
| | -- | -----------------------------------------



Equal Rights. According
to Company policy, all employees at KITOV enjoy their fundamental and legal rights. KITOV is committed to providing every applicant
for employment and every employee equal opportunities according to his or her personal qualifications, with respect to job recruitment
and advancement within the Company, as applicable.



Preventing discrimination
and harassment. The Company prohibits discrimination of any kind on the basis of age, race, ethnicity, religion, gender, marital
status and so on. Employees are expected to relate to each other with respect, and to avoid any kind of rude or violent behavior,
including sexual harassment and verbal and physical violence.



Safety at work. KITOV
is committed to a safe working environment according to strict standards and proper supervision. KITOV managers and employees are
committed to strictly complying with internal procedures and standards applicable for the purposes of workplace safety.



Confidentiality and maintaining
the company's intellectual property. KITOV is a science research based high-tech company, and as such, protection of its intellectual
property and trade secrets is a basic duty of all managers and employees. The Company's employees and managers: (a) shall act to
ensure that intellectual property and trade secrets of KITOV and of its customers, suppliers, officers and employees will not be
accessible to outsiders, nor to those within the Company that do not need that information in order to fulfill their role in the
Company; (b) make sure that when required to disclose intellectual property or trade secrets to outsiders for business purposes,
the scope of the disclosure will be approved in advance by the Company's management while protecting the rights of the company
through a commitment of confidentiality by the third party and when in doubt as to whether an obligation to disclose confidential
information exists, employees shall consult with the Compliance Officer; (c) refrain from any unauthorized disclosure of intellectual
property or trade secrets; (d) immediately notify the Company concerning any information or invention which can and will require
legal action such as patent registration in order to secure and protect the rights of the Company.





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"Intellectual property"
of the Company includes, among other, documents held by the Company, formulas, manufacturing processes, supplier and customer identities,
programs, content, findings, test results, and other information generated during the operation of the company.



KITOV employees know that improper
safeguarding of the Company's intellectual property rights, or negligent or deliberate leaking, can cause serious damage to the
Company and can even completely thwart the Company’s business activities.



Conflicts
of interest. A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her
family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise
when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult
to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer
or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.
Company officers, employees and consultants are strictly
forbidden from deriving any personal benefit, whether for themselves or their immediate family members or other relatives, from
any activity or transaction related to the Company. In addition, any officer, employee or consultant who is empowered to decide
regarding an activity or transaction of the Company, in consequence of which he or she or his or her immediate family or his or
her other relatives will or are likely to benefit directly or indirectly, shall refrain from the decision to engage in the activity
or enter into the transaction, and instead shall present the matter to be decided to his or her superiors, while listing the benefits
he or she or his or her immediate family or other relatives may benefit from in such instance.



Situations that should be avoided
as they may constitute a conflict of interest include, among other things, the following:



| | 1. | Loans to or guarantees of obligations by KITOV of KITOV personnel and their
respective family members.
| | -- | ------------------------------------------------------------------------------------------------------



| | 2. | KITOV personnel’s engaging in other jobs, which interfere with their
efficiency or the performance of their tasks in the Company.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------



| | 3. | KITOV personnel or their family members possessing ownership interests in
any of KITOV's recent, current or prospective customers, competitors, suppliers or service providers.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The provision of services of any kind, including service as a director,
officer, employee or consultant, to a recent, current or prospective customer, competitor, supplier or service provider of KITOV
by KITOV personnel or their family members.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | KITOV personnel or their family members acting as a broker, finder or other
intermediary in a transaction involving KITOV.
| | -- | --------------------------------------------------------------------------------------------------------------------------



| | 6. | Any investment, interest or association that interferes, might interfere,
or might be thought to interfere, with the exercise of judgment in KITOV's best interests by KITOV personnel.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | The receipt by KITOV personnel or their family members of money, loans,
gifts, benefits, services or anything of monetary value from any of KITOV's recent, current or prospective customers, competitors,
suppliers or service providers, including common courtesies and hospitalities if their scale or nature would in any way appear
to affect the impartiality of KITOV personnel or imply a conflict of interest. Gifts that are received which are greater than nominal
value should be returned immediately and reported. If immediate return is not practical, the gift should be given to KITOV for
charitable disposition or other disposition as the Company believes appropriate. However, if there is no reasonable likelihood
of improper influence in the performance of duties on the part of KITOV personnel on behalf of KITOV, it is acceptable to receive:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | · | normal business
courtesies that are reasonable in nature, frequency and cost, such as meals, occasional athletic, social or cultural events, or
participation in corporate promotional events, all involving no more than ordinary amenities;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | paid trips or guest
accommodations in connection with proper company business with the prior written approval of the Compliance Officer;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| | · | fees or other compensation
received from any organization in which membership or an official position is held with the prior written approval of the Compliance
Officer;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | loans from financial
institutions made in the ordinary course of their business on customary terms and at prevailing rates; or
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | · | gifts of nominal
value (less than $200) during the holiday season.
| | - | ------------------------------------------------------------------







KITOV prohibits bribery by its
officers, employees and Service Providers in the conduct of its business.The use of Company funds or assets for gifts,
gratuities or other favors to suppliers, customers or government officials is strictly prohibited, except to the extent such gifts,
gratuities or other favors are of nominal value. No bribes, kickbacks or payments shall be made to or for the benefit of government
employees, customers, physicians/health care providers or other persons for the purpose of influencing, obtaining or retaining
business. This policy extends not only to direct payment, but also forbids indirect payments made through third parties.



When in doubt, employees are
invited to consult with the Compliance Officer.



Conflicts of interest cannot
always be avoided but it is KITOV's policy to try to avoid them as much as possible.



Prohibition of insider trading.
KITOV is a public company and its securities are traded on the Tel Aviv Stock Exchange and on the Nasdaq Capital Market. As a result,
various obligations under the securities laws apply to the Company, its directors, employees, consultants and significant shareholders,
and those individuals are committed to strictly comply with these obligations. Included amongst these obligations, it is strictly
forbidden for managers and employees to (i) trade in securities of the Company based on "inside information", i.e. information
that is not available to the general public, which may, if revealed, affect the Company's share price, including, without limitation,
information about future financial results, negotiations, business results, clinical trial results, regulatory information, etc.
or (ii) directly or indirectly "tip" others who might make an investment decision on the basis of that information. These
rules herein do not exhaust the obligations and prohibitions that apply to employees and directors in connection with securities
and insider trading. It is recommended for Company employees to consult the Company's senior management when there is any doubt
concerning whether the sale or purchase of securities of the Company is, or may be, considered using inside information.





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| | D. | The Company and its Products
| | -- | ----------------------------



Product Quality. KITOV
is committed to the development and manufacturing of pharmaceutical products at the highest standard of quality, safety and efficiency,
while ensuring that the rules and regulations applicable to its products and production processes and development are followed.
Employees and consultants are required to immediately report to their superiors any concerns regarding actual or potential defects
in products, manufacturing processes, or the non-compliance of relevant rules or standards.



Regulation. The development,
manufacture and marketing of KITOV’ products are subject to regulations and standards in the United States of America, Israel
and elsewhere around the world. KITOV, its employees, consultants and Service Providers must conduct business in compliance with
all applicable laws, rules and regulations, as well as in compliance with clinical and regulatory policies, including but not limited
to the FDA, Good Clinical Practices (GCP), Good Laboratory Practices (GLP), and Good Manufacturing Practices (GMP). The Company,
its consultants and its employees are responsible to comply with the obligations arising from such, including in connection with
marketing authorizations, conducting clinical trials, compliance with regulations, monitoring design, labels, etc., all while ensuring
maximum compliance with the procedures, rules and regulations applicable from time to time. An employee or consultant shall immediately
inform his superiors about any concern regarding the non-compliance of such rules and procedures in full.



The Company and the Environment.KITOV
has profound recognition of the importance of protecting the environment, and is committed to ensuring that its activities, including
any production process procured by the Company and the handling of hazardous materials shall be performed in accordance with the
law, regulations and licenses applicable to it at any time.



| | E. | Fair Dealing
| | -- | ------------



Antitrust and competition laws
worldwide exist to ensure fairness in business practices. KITOV's policy is to compete fairly and comply with all such laws designed
to regulate aspects of business, including competition and pricing. KITOV and KITOV personnel shall deal fairly with, and not take
advantage of, KITOV's customers, suppliers, competitors, officers and employees. This includes, for example, abusing privileged
information, concealing or misrepresenting facts, misusing trade secret information obtained without the owner's consent, etc.
In order to avoid creating even the appearance of improper arrangements, KITOV prohibits: discussions or other contacts with competitors
regarding establishing pricing levels or 'fixing', pricing stabilization; discussions or other contacts with suppliers and customers
that illegally restrict trade or exclude competitors from the marketplace; agreements or arrangements with competitors regarding
territories or markets in which competitive products are sold, allocating markets or customers; agreements with others to boycott
customers or suppliers. Whenever there is a doubt regarding interactions as above mentioned, the individual must immediately report
to the Company’s General Counsel or through the Open Door Policy procedures and the issue will be brought to the attention
of the Company’s Audit Committee.



| | F. | Proper Accounting and Financial Integrity
| | -- | -----------------------------------------



KITOV's books, records and accounts
must reflect, properly and fairly and within KITOV's regular system of accountability, all of KITOV's transactions and the acquisition
and disposition of its assets. All transactions shall be properly recorded to permit the preparation of financial statements in
conformity with generally accepted accounting principles consistently applied and other applicable rules, regulations and criteria,
and to insure full accountability for all assets and activities of KITOV. Under no circumstances shall there be any unrecorded
funds or assets, regardless of the purposes for which such fund or asset may have been intended, or any improper entry, knowingly
made on the books and records. No payment on behalf of KITOV shall be approved or made with the intention or understanding that
any part of such payment is to be used for a purpose other than that described by the documents supporting the payment.





5







Complete, fair, proper, timely
and understandable disclosure in the periodic reports filed with the SEC and NASDAQ, and the Israel Securities Authority and TASE
must comply with applicable U.S. and Israeli securities laws and SEC, ISA, NASDAQ and TASE rules. Depending on their respective
positions with the Company, employees, consultants, officers or directors may be called upon to provide information necessary to
assure that KITOV’s public reports are complete, fair, proper, timely and understandable. KITOV expects employees, consultants
officers and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related
to public disclosure requirements and to exercise the highest standard of care in preparing public reports in accordance with the
following guidelines, including, without limitation: (i) all Company accounting records, as well as reports produced from those
records, must be kept and presented in accordance with the laws of each applicable jurisdiction; (ii) all records must fairly and
properly reflect the transactions or occurrences to which they relate; (iii) all records must fairly and properly reflect in reasonable
detail the assets, liabilities, revenues and expenses of KITOV; (iv) accounting records must not contain any intentionally false
or intentionally misleading entries; (v) no transaction may be intentionally misclassified as to accounts, departments or accounting
periods; (vi) all transactions must be supported by proper documentation in reasonable detail and recorded in the proper accounts
and in the proper accounting period; (vii) no information may be concealed from the internal auditors, the independent auditors,
the Audit Committee of the Board of Directors or the Board of Directors; and (viii) compliance with generally accepted accounting
principles and KITOV's system of internal accounting controls is required at all times.



| | G. | Computers and the Internet
| | -- | --------------------------



KITOV employees and consultants
are expected to use approved mechanisms, tools and procedures for any activity or communication that goes through hardware and
network belonging to the Company or for confidential material related to the company.



The Company may be required by
law or other applicable regulations to review the emails or computer files of its employees. Employees and consultants are
expected to maintain the highest standards of professionalism in all written communications.



Social Media. Social media
are digital technologies and practices that enable people to create and share content, opinions, insights, experiences and perspectives
in different ways (for example, blogs, social networks, etc.). Social media are occasionally used by KITOV and its employees and
consultants for business purposes and by employees and consultants for various personal purposes. KITOV seeks to use the newest
forms of technology and communication to reach our stakeholders. The Company also respects the rights of employees to engage in
personal use of social media. Whether such use is for Company or personal purposes, users must adhere to KITOV’s values and
ensure ongoing compliance with applicable laws and Company policies. Use discretion and common sense regarding the potential consequences
of any social media use. Be open and honest about any affiliation with KITOV when it is relevant to the issue. While disclosing
any KITOV affiliation status, make it clear that any ideas or opinions expressed are personal, and may not represent the position
of the Company on the issue. Refrain from using social media to discuss issues that involve KITOV’s confidential and proprietary
information.





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| | H. | Government, Analyst and Media Inquiries
| | -- | ---------------------------------------



KITOV must be made aware of any
inquiries from the government, the financial/analyst community, or the news media so that it can respond in a timely manner and
in line with its internal policy. If a representative of a governmental agency, financial/analyst community or the news media seeking
an interview or making a request for information contacts an individual affiliated with the Company, such representative should
immediately be referred to the Chairman of the Board, CEO, CFO of General Counsel.







| | I. | Corporate and Individual Political Activity
| | -- | -------------------------------------------



KITOV respects the right of members
of the Board of Directors, employees and Service Providers to participate in the political process and engage in political activities
of their choosing. Many governments prohibit or regulate corporate monetary or in-kind political contributions. Any proposed corporate
contribution or political activity should be reviewed and approved by KITOV’s General Counsel and/or the Audit Committee.
Lobbying activity on behalf of the interests of our Company is permissible, but highly regulated by law. Regulators are to be treated
in a professional manner and with respect. One must obtain approval from the General Council and/or the Audit Committee before:
(i) lobbying or meeting with a government official, whether individually or as part of a group (e.g., a trade association); (ii)
engaging a lobbyist at any level of government; or (iii) inviting a government official to a KITOV facility.



Directors’, Employees’
and Service Providers’ lawful, personal political activity in support of candidates or parties is allowed, as long as it
is not on Company time or on Company property, and is not funded by Company resources. When such individuals are involved in their
personal civic and political affairs, they must make it clear at all times that the views and actions are their own and not those
of KITOV. KITOV does not use corporate funds, resources or facilities to support a governmental entity, political organization,
party or candidate, except where permitted by law. All political contributions made by KITOV must comply with Company policies,
including obtaining the prior written approval of the General Counsel and the Audit Committee.



| | J. | Open Door Policy
| | -- | ----------------



General. In KITOV Company
employees and consultants are encouraged to talk with managers at all levels about any possible ethical, legal and administrative
shortcomings, without fear of reprisal on the part of the Company.



Filing
a complaint. When possible, it is preferable for the employee or consultant to turn to his superior in the Company. If this
is not possible, including when the employee or consultant feels uncomfortable with such an approach, the employee may apply directly
to the Chairman of the Audit Committee of the Company whose
contact details are set forth in Exhibit A. The complaint should include the relevant information, to the extent possible,
needed to examine the deficiency.





7







Complaint Handling. After
receiving a complaint about the deficiency, the Compliance Officer or the Chairman of the Audit Committee, as applicable, shall
order an immediate and thorough investigation of the complaint, shall provide the complainant an update on the progress of the
investigation, and will determine the actions to be performed to correct the deficiencies, to the extent any are found.



Confidentiality. In order
to allow the complainant to provide detailed information that allows an effective investigation, such information (as well as the
complainant’s identity) will be kept confidential except as reasonably necessary to carry out the investigation and to correct
deficiencies, to the extent any such are found.



Protection. KITOV is aware
of the difficulty of the decision to warn of any deficiency, as stated above. The Company will not allow any retaliation, harassment
or any pressures against the employee or consultant, and will work to provide protection against such actions as stated for any
whistleblower who in good faith warns about any deficiency.



Document Retention. The
Chairman of the Audit Committee (including acting through the Company Secretary who is obligated to maintain the confidentiality
of the information), saves the documents relating to inquiries and any such investigations for at least 7 years.



| | K. | Waivers
| | -- | -------





Any waiver of this Code for directors
or executive officers must be approved by the board of directors and must be disclosed to shareholders.


















These rules are for all Company employees,
both men and women. Any wording of the rules in the masculine is for convenience only.



The
above Code of Ethics and Business Conduct were adopted by the Audit Committee of the Company at its meeting on March 16, 2016
and by the Board of Directors on March 16, 2016.





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