EXECUTIVE SERVICE AGREEMENT
	 
	 
	 
	 
	 
	 
	MORRIA  BIOPHARMACEUTICALS PLC
	 
	and
	 
	Gur Roshwalb
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 








    	 



    	 



    

 


PARTIES:


 


		(1)	MORRIA BIOPHARMACEUTICALS PLC (company number 5252842) whose registered office is at 53
Davies street, Mayfair, London W1K5JH ("Company" or "Morria"); and (2) Gur Roshwalb having an address
of ______________________________________________(“Executive”).
	 	 	 



		1.	Definitions and interpretation



 


The definitions and interpretative
provisions in Schedule 1 apply to this agreement.


 


		2.	Appointment



 


		2.1	The Company will employ at will the Executive as of March 4, 2013 (“Effective Date”)
as Chief Executive Officer of Morria Biopharmaceuticals Plc and subject to the terms and conditions specified in this agreement.



 


		3.	Duration of the Employment



 


		3.1	The Employment will commence on the Effective Date and, subject to clause 14, continue until terminated
by either party giving to the other not less than three months’ notice in writing.



 


		3.2	For the purpose of ERA 1996 the Executive’s period of continuous employment will begin on
the Effective Date and terminate on the fifth anniversary, unless terminated earlier pursuant to this agreement. The Employment
is not continuous with any previous employment.



 


		3.3	The Executive represents and warrants that he is not bound by or subject to any agreement, relationship,
or court order agreement arrangement or undertaking which in any way restricts or prohibits him from entering into this agreement
or from performing his duties under this agreement.



 


		4.	Scope of the Employment



 


		4.1	The Executive shall have the responsibility and power and authority to take (or authorize other
officers, employees or agents of the Company to take) all actions on behalf of the Company that are within the ordinary course
of business of the Company in his position as Chief Executive Officer and as directed by the Board of Directors, or Chairman of
the Board of Directors of the Company, unless the Chairman of the Board of the Company, or Board of Directors shall have previously
restricted (specifically or generally) such power and authority of the Chief Executive Officer (“Services”).



 


		4.2	The scope of the Services shall be determined by the Company from time to time, according to the
Company’s needs.



 


		4.2.1	devote to his duties the time, attention and skill as may reasonably be required for the satisfactory
performance of the position.



 






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		4.2.2	faithfully and diligently perform such duties and exercise such powers consistent with his position
as may from time to time be assigned to or vested in him by the Chief Executive Office, Chairman of the Board of Morria; and Board
of Directors of Morria;



 


		4.2.3	comply with all the Company’s rules, regulations, policies and procedures from time to time
in force;



 


		4.2.4	use best endeavours to promote and protect the interests of Morria and future growth; and



 


		4.2.5	keep the Chairman of the Board of Morria at all times promptly and fully informed, in writing if
so requested, of his conduct of the business of Morria as Chairman or Board of Directors may require.



 


		4.3	Specifically, but without limitation, the Executive shall have the responsibility
of: general supervision, management, and responsibility for, the Company’s financing, investor relations, commercial and
business development, pre-clinical and clinical development activities; regulatory development , planning, and filings; and company
clinical presentations and development plan and strategy.  In addition to Executive’s primary duties, Executive shall
perform such other services and discharge such other duties and responsibilities, as may be prescribed by the Chief Executive Officer
and/or Board of Directors from time to time.



 


		4.3.1	Build shareholder value through investor meetings and presentations;



 


		4.3.2	Raise capital;



 


		4.3.3	Present development updates in conference calls in and meeting with the investor,
and shareholder, and potential investors;



 


		4.3.4	Establish a strong relationship and credibility with shareholders, analysts 
and numerous health care institutional and fund managers;



 


		4.3.5	Establish and participate in industry collaborations. Licensing partners,
and relationships;



 


		4.3.6	Manage and all aspects of drug development  of Morria  drug development
and clinical operations including pre-clinical pharmacology and toxicology, Phases 1-3 clinical development and clinical trials,
development and commercialization of  Morria's technology related to the treatment of inflammatory diseases;



 


		4.3.7	Work with third party clinical sites, contract researches and organizations,
and advisors, and consultants; and



 






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		4.3.8	Develop, strategize for, prepare, and submit regulatory applications and
present at regulatory meetings.



 


		4.4	It is hereby clarified that the list above is a non-exhaustive list. Executive acknowledges that
Morria is a UK company that is publically listed in the United States and that its services include interaction with US and European
investors, shareholders, partners, and financial, and regulatory authorities will be required.



 


		4.5	The Executive must not, without the prior consent of the Board:



 


		4.5.1	on behalf of the Company, incur any capital expenditure in excess of any sum authorised from time
to time by the Board;



 


		4.5.2	on behalf of the Company, enter into any commitment contract or arrangement without authorization
from the Chairman of the Board of Morria, or the Board of Directors of Morria and which is outside the normal course of its business
or of an unusual onerous or long term nature or outside the scope of his normal duties.



 


		5.	Hours and place of work



 


		5.1	The Executive will work full time for the Company and devote his full time, energy and attention
to the Company. The Executive may not be employed in another employment or consulting position unless approved in advance by the
Chairman of the Board of Morria.



 


		5.2	The Executive will work such hours as are necessary for the proper performance of his duties as
defined by the Project.



 


		5.3	Executive shall work from New York City, New York.



 


		5.4	The Executive may be required to work and undertake travel as the Company may reasonably require
and as may be necessary for the proper performance of the Executive’s duties.



 


		6.	Remuneration and benefits



 


		6.1	The Company shall pay Executive a base salary at the annualized rate of Three Hundred and Fifty
Thousand US Dollars ($350,000.00 USD) (the “Base Salary”), less payroll deductions and all required
withholdings, payable in regular periodic payments in accordance with the Company’s normal payroll practices. The Base Salary
shall be prorated for any partial year of employment on the basis of a 365-day fiscal year.



 






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		6.2	Annual Milestone Bonus.  At the sole discretion of the Board of Directors and the compensation
committee of the Board (the “Compensation Committee”), following each calendar year of employment Executive
shall be eligible to receive an additional annual cash bonus of up to thirty three percent (33%) of the Base Salary, less any deductions
or withholdings, (the “Annual Milestone Bonus”), based on Executive’s continued employment and
attainment of certain objective financial, clinical development, and/or business milestones (the “Milestones”)
to be established annually by the Board or the Compensation Committee. The determination of whether Executive has met the Milestones,
and if so, the bonus amount that will be paid, shall be determined by the Board or the Compensation Committee. Executive must remain
employed by the Company through and including the Milestones in order to be eligible to earn or receive any Annual Milestone Bonus
for that year. Any Annual Milestone Bonuses shall be paid in cash as either single lump-sum payments or in instalments over a period
not to exceed three months, as determined by the Board or the Compensation Committee. Executive shall also be entitled to any other
bonuses at the sole discretion of the Board.



 


		6.3	Executive’s compensation will be reviewed at least on an annual
basis and the Base Salary may be increased from time to time in the Company’s sole discretion.



 


		6.4	Stock Options.  Subject to approval by the Board, the Company will grant to the Executive
options to purchase ordinary shares of the Company as set forth in this clause 6.4 (the “Options”). The Options
will be granted (i) pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”), provided
that the shareholders approve increase the number of shares reserved for issuance under the Plan on the next scheduled meeting
of the shareholders, or (ii) outside of the Plan. The exercise price per share of the Options will be equal to the greater of i)
$2.00 USD per ordinary share of the Company; or ii) the Fair Market Value (as such term is defined in the Plan) of a an ordinary
share on the effective date of the grant:



 


		6.4.1	As soon as practicable following the June 2013 Annual General Meeting of
the Company Sixty Thousand (560,000) shares of the Company’s Common Stock (the “First Option”).
On each anniversary of the effective grant date of the First Option, one-quarter (25%) of the shares subject to the Option shall
vest, subject to Executive’s continued employment with the Company on each such vesting date. The First Option will vest
fully on a Change of Control. The First Option will be granted pursuant to a separate stock option grant notice, and stock option
agreement and governed by the Plan to the extent issued pursuant to the Plan.



 






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		6.4.2	Upon the Company closing a financing of issued securities of no less than
Fifteen million dollars (15,000,000 USD), Executive shall be granted the option to purchase One Hundred Thousand (100,000) 
shares of the Company’s Common Stock (the “Second Option”). On each anniversary of
the effective grant date of the Second Option, one-quarter (25%) of the shares subject to the Second Option shall vest, subject
to Executive’s continued employment with the Company on each such vesting date. The Second Option shall vest fully on a Change
of Control. The Second Option will be granted pursuant to a separate stock option grant notice and stock option agreement, and
governed by the Plan to the extent issued pursuant to the Plan.



 


		6.5	All of Executive’s compensation shall be subject to customary withholding taxes and any other
employment taxes as are commonly required to be collected or withheld by the Company. The Base Salary, Annual Milestone Bonus,
and Heath Benefit Reimbursement will be subject to deductions for income tax and National Insurance contributions or such other
tax as required by law in the US and UK. Executive shall be responsible for paying all federal, state, local taxes or any such
other taxes required by law; social security, and Medicare.



 


		6.6	The Executive shall be covered by the Company’s Directors and Officer’s liability insurance
policy, provided by the Company that covers directors and officers of the Company, and at the Company’s expense. The
Executive shall, in accordance with Company policy and the applicable plan documents, be eligible to participate in benefits under
any benefit plan or arrangement, including medical, dental, vision, disability and life insurance programs, and any other benefits
that may be in effect from time to time and made available to the Company’s senior management employees, subject to the terms
and conditions of those benefit plans. Notwithstanding any of the foregoing, nothing in this Agreement shall require the
Company or any subsidiary of the Company to establish, maintain or continue any particular plan or program nor preclude the amendment,
rescission or termination of any such plan or program that may be established from time to time.



 






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		6.7	Expense Reimbursements. The Company will reimburse Executive for all reasonable business
expenses Executive incurs in conducting his duties hereunder, pursuant to the Company’s usual expense reimbursement policies,
but in no event later than thirty days after the end of the calendar month following the month in which such expenses were incurred
by Executive; provided that Executive supplies the appropriate substantiation for such expenses no later than the end of the calendar
month following the month in which such expenses were incurred by Executive. The Company shall pay Executives membership to the
American College of Physicians.



 


		6.8	Holidays and Vacation. Executive
shall receive no less than four (4) weeks of paid vacation per year, which cannot be taken in one four (4) week increment,
of which one (1) week may be accrued if not used in any year and be paid to Executive or carried forward to subsequent years consistent
with Company policy and will receive paid Company holidays in accordance with Company policy.                              



 


		6.9	Any benefit plans provided by the Company to the Executive or the Executive’s family which
are not expressly referred to in this agreement will be regarded as ex gratia and at the sole discretion of the Company and will
not form part of the Employment.



 


		7.	Deductions: For the purposes of ERA 1996, and unless prohibited
by applicable law, the Executive authorises the Company to deduct from his remuneration under this agreement any sums due from
him to the Company including, but not limited to, any overpayments of Base Salary, loans or advances made to him by the Company,
any fines incurred by the Executive and paid by the Company, any unauthorised expenses, the cost of repairing any damage or loss
to the Company’s property caused by him and any losses suffered by the Company as a result of any negligence or breach of
duty by the Executive.



 


		8.	Credit Card



 


		8.1	If the Executive is issued with a Company credit card it is issued on condition that he:



 


		8.1.1	takes good care of it and immediately reports any loss of it to the Chief Financial Officer or
Chairman of the Board;



 


		8.1.2	uses the card only for the purposes of the business of the Company in accordance with any Company
policy; and



 


		8.1.3	returns the card immediately to the Company on request.



 






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9. Pension


 


No provision
for retirement or death in service benefits will be made by the Company for the Executive but if the Company provides access to
a stakeholder pension scheme pursuant to the Welfare Reform and Pensions Act 1999 full details will be provided on request. There
is no contracting-out certificate in force under the Pension Schemes Act 1993 in respect of the Employment.


 


		10.	Restrictions on other activities by the Executive



 


		10.1	During the Employment the Executive must not directly be involved in any activity which the Company
considers may be, or become, competitive and/or harmful to the interest of the Company or of any Group Company or which might adversely
affect the performance of the Executive’s duties under the Employment.



 


		10.2	The Executive must not, except with the prior approval of the Board, be employed in any other business
or undertaking. This restriction does not prohibit the holding by the Executive, either directly or through nominees, of investments
dealt on any Recognised Investment Exchange if not more than three percent of the issued shares or other securities of any class
of any one company are so held.



 


		10.3	The Executive must comply with:



 


		10.3.1	every rule of law and the rules and regulations of any Recognised Investment Exchange applicable
to the Company; and



 


		10.3.2	every regulation of the Company for the time being in force in relation to dealings in shares or
other securities of the Company or any Group Company.



 


		10.4	The Executive must not, and will procure so far as he is able that his spouse, infant children
and other connected persons, within the meaning of section 252 and 820-825 Companies Act 2006, will not, deal or become or cease
to be interested, within the meaning set out in the Companies Act 2006, in any securities of the Company, except in accordance
with the then current code for securities transactions by directors of the Company.



 


		10.5	Subject to any regulations issued by the Company, the Executive may not receive or obtain directly
or indirectly any discount rebate or commission (Benefit) in respect of any sale or purchase of goods effected or other
business transacted, whether or not by him by or on behalf of the Company or any Group Company. If the Executive, or any firm or
company in which he is interested, obtains a Benefit he must account to the Company or the relevant Group Company for it or a due
proportion of the Benefit received by such company or firm having regard to the extent of the Executive’s interest in it.



 






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		11.	Confidential Information and Company documents



 


		11.1	The Executive must not either during the Employment, except in the proper performance of his duties,
and subject to the Company’s disclosure of information policy or at any time after the termination of the Employment:



 


		11.1.1	Divulge, disclose, transfer, or communicate to any person any Confidential Information;



 


		11.1.2	use or assist a third party to use any Confidential Information for his own purposes or for any
purposes other than those of the Company or any Group Company; or



 


		11.1.3	permit or cause any unauthorised disclosure of any Confidential Information through any failure
on his part to exercise due care and diligence.



 


		11.2	The restrictions in clause 11.1 do not apply to:



 


		11.2.1	any disclosure required for the proper performance of the Executive's duties during the Employment
or as authorised by the Board;



 


		11.2.2	any disclosure made to any person authorised by the Company to possess the relevant information;



 


		11.2.3	any information or knowledge that was known to the Executive prior to the commencement date of
this agreement; or



 


		11.2.4	any information which becomes available to the public generally otherwise than through the default
of the Executive.



 


		11.3	All information, data, materials, compositions, notes, memoranda records lists of customers and
suppliers, employees correspondence documents, computer and other discs and tapes, data listings, codes, designs and drawings and
other documents and material whatsoever in the Executive’s possession or control and whether or not made or created by the
Executive, relating to the business of the Company or any Group Company and any copies of them:



 


		11.3.1	are and remain the property of the Company or the relevant Group Company;



 


		11.3.2	will be handed over by the Executive to the Company or to the relevant Group Company on demand
and, in any event, immediately on the termination of the Employment and the Executive will certify that all such property has been
so handed over; and



 






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		11.3.3	will on demand and, in any event, immediately on the termination of the Employment be permanently
deleted from any PC system in his possession or under his control.



 


		12.	Data protection



 


The Executive confirms that
the Company may collect, hold, process and transfer, both electronically and manually, Employment Related Personal Data for the
purposes of administering the Employment, the Company’s administration, management of its staff and its business and to comply
with applicable procedures laws and regulations for the transfer storage and processing by the Company of such the Employment Related
Personal Data outside the European Economic Area, in particular to and in the United States of America and any other country in
which the Company has offices. Additionally, the Executive explicitly consents to the Company collecting, holding, processing and
transferring, both electronically and manually, Employment Related Sensitive Personal Data for the purposes of compiling and disclosing
statistics in connection with the Company’s equal opportunities programme.


 


		13.	Inventions and other intellectual property



 


		13.1	The parties foresee that the Executive may make inventions or create other intellectual property
in the course of the Employment. In this respect the Executive has a special responsibility to further the interests of the Company
and the Group.



 


		13.2	In relation to each and every conception, improvement, invention or discovery which relates directly
or indirectly to the business of the Company (Company Invention) which the Executive, jointly or alone, makes at any time
during the Employment, he will:



 


		13.2.1	promptly disclose full details, including information, know how, technology, data, materials, any
documents, drawings models, or other embodiments of the Company Invention; and



 


		13.2.2	assign and will assign all Inventions to the Company, and all information, data, technology, conceptions,
know how, to the Company. At Company’s request and expense, do all things necessary or desirable to enable the Company or
its nominee to exploit the Company Invention for commercial purposes and to secure patent or other appropriate forms of protection
for it anywhere in the world. Decisions as to the patenting and exploitation of any Company Invention are at the sole discretion
of the Company.



 


		13.2.3	To the extent that he owns or will own the rights in relation to any Company Invention, assigns
to the Company by way of future assignments all such rights.



 






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		13.3	In relation to each and every copyright work including, but not limited to, any source code and
object code for software, domain name, database or design which relates either directly or indirectly to the business of the Company
or any Group Company (Copyright Work) which the Executive, jointly or alone, originates, conceives, writes or makes at any
time during the period of his Employment the Executive:



 


		13.3.1	will promptly disclose such Copyright Work, including any documents, drawings, models or other
embodiments of the Copyright Work, to the Company. Any Copyright Work made wholly outside the Executive’s normal working
hours which is wholly unconnected with the Employment or, directly or indirectly, the business of the Company or any Group Company
is excluded from the ambit of clause 13.3;



 


		13.3.2	to the extent that he owns or will own the rights in any Copyright Work, assigns to the Company
by way of future assignment all copyright, database rights, design rights and other proprietary rights, if any, throughout the
world in the Copyright Work including the right to register, at the Company’s absolute discretion, any such rights in the
Copyright Work; and



 


		13.3.3	irrevocably and unconditionally waives in favour of the Company any and all moral rights conferred
on him by chapter IV of part I of the Copyright Designs and Patents Act 1988 in relation to any such Copyright Work.



 


		13.4	The Executive, at the request and expense of the Company, will do all things necessary or desirable
to substantiate the rights of the Company to each and every Company Invention or Copyright Work and permit the Company, which the
Executive irrevocably appoints as his attorney for this purpose, to execute documents, to use his name and to do all things which
may be necessary or desirable for the Company to obtain for itself or its nominee the full benefit of each and every Company Invention
or Copyright Work. A certificate in writing signed by any director or the secretary of the Company that any instrument or act falls
within the authority conferred by clause13.4 will be conclusive evidence to that effect so far as any third party is concerned.



 


		13.5	Nothing in clause 13 will be construed as restricting the rights of the Executive or the Company
under sections 39 to 43 Patents Act 1977.



 


		14.	Termination



 


		14.1	The Employment may be terminated upon written notice for any reason by the Board of Directors of
the Company or Chairman of Board with or without Cause.



 






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		14.2	The Employment may be terminated immediately by the Company if the Executive:



 


		14.2.1	commits any serious breach or repeats or continues, after warning, any material breach of his obligations;



 


		14.2.2	is guilty of conduct tending to bring himself or the Company or any Group Company into disrepute;



 


		14.2.3	becomes bankrupt or has an interim order made against him under the Insolvency Act 1986 or compounded
with his creditors generally;



 


		14.2.4	is indicted or convicted of an offence under any statutory enactment or regulation relating to
insider dealing or is in breach of the code on directors’ dealings in listed securities adopted from time to time by the
Company or any Group Company;



 


		14.2.5	commits any breach of clauses 10, 11 or 13;



 


		14.2.6	is indicted or convicted of any criminal offence, other than a minor motoring offence that does
not prevent the Executive performing his duties;



 


		14.2.7	fails to perform or is, in the reasonable opinion of the Board, incapable of properly performing
his duties under this agreement, if the Executive has been given due warning in writing by the Company of his poor performance
or incapability and has failed within the specified period to meet the required standard; or



 


		14.2.8	without reasonable cause wilfully neglects or refuses to discharge his duties or to attend to the
business of the Company.



 


		14.3	If the Company becomes entitled to terminate the Employment pursuant to clause 14.2, it may, but
without prejudice to its right subsequently to terminate the Employment on the same or any other ground, suspend the Executive
either on full pay or without payment of salary.



 


		14.4	The Company reserves the right, at its sole and absolute discretion, to terminate the Employment
immediately or with less notice than required by clause 3.1 and to give the Executive pay in lieu of any such notice of termination
and he will forfeit any entitlement to any bonus payments due for payment following the termination of his employment that has
not yet vested.



 


		14.5	During any period of notice of termination not exceeding three months, whether given by the Company
or the Executive, the Company is under no obligation to assign any duties to the Executive. The Company may exclude the Executive
from any of its premises and require him not to contact any customers, suppliers or employees and/or to resign from any office
held in the Company, or the Company may assign to the Executive such other duties agreed to in this Agreement as the Company determines
in its absolute discretion.



 






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		14.6	On the termination of the Employment, however arising, or on either party serving notice of termination
the Executive will:



 


		14.6.1	at the request of the Company, resign from office and all offices held by him in the Company.
 Such resignation will be without prejudice to any claims which the Executive may have against the Company arising out of the
termination of the Employment; and



 


		14.6.2	immediately deliver to the Company any document, computers, materials, motor car and all car keys,
credit cards and other property of or relating to the business of the Company which may be in his possession or under his control.



 


		14.7	If the Executive fails to comply with his obligations under clause 14.6 the Company is irrevocably
authorised to appoint some person in his name and on his behalf to sign any documents and do any things necessary to give effect
to those provisions.



 


		14.8	Any delay by the Company in exercising its rights of termination under clause 14 will not constitute
a waiver of them.



 


		15.	Post termination covenants



 


		15.1	The Executive undertakes with the Company that he will not during the Restricted Period without
the prior written consent of the Company, such consent not to be unreasonably withheld, whether by himself, through his employees
or agents or otherwise and whether on his own behalf or on behalf of any other person, directly or indirectly:



 


		15.1.1	in competition with the Company, within the Restricted Area, be employed, engaged or otherwise
interested in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing
with Restricted Goods or Restricted Services. This prohibition does not apply to the holding, directly or through nominees, of
investments dealt on any Recognised Investment Exchange if the holding does not exceed three percent of the issued shares or other
securities of any class of any one company;



 


		15.1.2	in competition with the Company, solicit business from or canvass any Customer or Prospective
Customer if such solicitation or canvassing is in respect of Restricted Goods or Restricted Services;



 






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		15.1.3	in competition with the Company, accept orders for Restricted Goods or Restricted Services from
any Customer or Prospective Customer;



 


		15.1.4	discourage any Supplier or Prospective Supplier from conducting or continuing to conduct business
with the Company on the best terms available to the Company;



 


		15.1.5	solicit or induce or endeavour to solicit or induce any person who on the date of termination of
the Employment was a director or manager of the Company with whom the Executive had dealings during the Employment to cease working
for or providing services to the Company, whether or not any such person would as a consequence commit a breach of contract; or



 


		15.1.6	employ or otherwise engage in the business of researching into developing, manufacturing, distributing,
selling, supplying or otherwise dealing with Restricted Goods or Restricted Services any person who was during the 12 months preceding
the date of termination of the Employment employed or otherwise engaged by the Company and who by reason of such employment or
engagement is in possession of any Confidential Information or who has acquired influence over Customers and Prospective Customers.
References to the Executive in the definitions of Customer and Prospective Customer are to be replaced by references to the relevant
employee for the purposes of the interpretation of clause15.1.6.



 


		15.2	The Executive must not induce procure or assist any other person, firm, corporation or organisation
to do anything which if done by the Executive would be a breach of any of the provisions of clause 15.1.



 


		15.3	In clause 15.1 references to acting directly or indirectly include, without prejudice to the generality
of that expression, references to acting alone jointly with on behalf of by means of or by the agency of any other persons.



 


		15.4	The obligations undertaken by the Executive pursuant to clause 15
constitute a separate and distinct covenant with respect to the Company and the invalidity or unenforceability of any such covenant
will not affect the validity or enforceability of the covenants in favour of the Company.



 






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		15.5	The Executive undertakes with the Company that he will not at any time after the termination of
the Employment in the course of carrying on any trade or business, claim represent or otherwise indicate any present association
with the Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate
any past association with the Company to its detriment.



 


		15.6	While the restrictions in clause 15, on which the Executive has had the opportunity to take independent
advice, are considered by the parties to be reasonable in all the circumstances, if any such restrictions, by themselves, or taken
together, are adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests
of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions
will apply with such deletions as may be necessary to make it or them valid and effective.



 


		15.7	Compensation upon Termination without Cause. Upon termination of Executive’s employment
by the Company without Cause, in addition to any accrued but unpaid Base Salary, and expense reimbursement payable in accordance
with applicable law, Executive shall be entitled to receive the following severance benefits from the Company: the Company shall
pay to Executive an amount equal to (A) twelve (12) months of Executive’s Base Salary at the highest annualized
rate in effect at any time on or before the date upon which Executive’s employment terminates (the “Severance Date”)
payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings
and taxes, with such installments to commence on the first payroll period following the sixtieth (60th) day after
the Severance Date (with the first such installment to include any payments that otherwise would have been made if the Release
(as defined below) were not subject to revocation on the Severance Date).



 


		15.8	If Executive elects to receive continued healthcare coverage pursuant to the provisions of the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall directly pay, or reimburse Executive
for, the premium for Executive through the earliest of (A) twelve (12) month anniversary of the Severance Date, (B) the
date Executive, become eligible for healthcare coverage under another employer’s plan(s) or (C) the date Executive is
no longer eligible for coverage under COBRA. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive
may, for any remaining period of COBRA coverage, elect to continue healthcare coverage at Executive’s own expense in accordance
with the provisions of COBRA . If the payment of any COBRA premiums would otherwise violate the nondiscrimination rules or cause
the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health
Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal
Revenue Code of 1986, as amended (the “Code”), the Company paid premiums shall be treated as taxable
payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation
under the Act or Section 105(h) of the Code.



 






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		15.9	Termination for Cause by Company. This Agreement may be terminated by the Company for Cause
at any time effective upon written notice. Upon such termination, the Company’s sole obligation to Executive shall be payment
of Executive’s Base Salary through the date of termination, computed pro rata up to and including the date of termination.
Thereafter, the Company shall have no further obligation to the Executive.



 


		15.10	Termination upon Death. Upon the death of the Executive, this Agreement shall automatically
terminate, and all rights of the Executive and his heirs, executors and administrators to compensation and other benefits under
this Agreement shall cease, except for the payment of Base Salary earned through the date of termination. Thereafter, the Company
shall have no further obligation to the Executive or his estate.



 


		15.11	As a condition precedent to any Company obligation to Executive pursuant to this Agreement, Executive
(or, in the event of Executive’s death following a termination without Cause, Executive’s estate) shall, no later than
the sixtieth (60th) day following Executive’s Severance Date, provide the Company with a valid, executed, written
general release of all claims against the Company and its affiliates (the “Release”) in the form as the Company
may reasonably require, and such Release shall have not been revoked by Executive (or Executive’s estate, as applicable)
pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment or provide
any benefit to Executive pursuant to this Agreement unless and until the Release contemplated by this Section becomes irrevocable
by Executive (or Executive’s estate, as applicable) in accordance with all applicable laws, rules and regulations.



  


 


		16.	Grievance procedure



 


If the Executive wishes to
obtain redress of any grievance relating to the Employment or is dissatisfied with any reprimand, suspension or other disciplinary
step taken by the Company, he must apply in writing in the first instance to the Chairman of the Board, setting out the nature
and details of any such grievance or dissatisfaction. The grievance procedure does not form part of your contract of employment.






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		17.	Disciplinary procedures



 


The Executive’s
employment is subject to the same standards of conduct as other employees but the Company’s disciplinary procedure will be
varied to the extent that it will reflect the seniority of the Executive’s position. The disciplinary procedure is available
from the Company Secretary and does not form part of the contract of employment.


 


		18.	Notices



 


		18.1	Any notice or other document to be given under this agreement must be in
writing and either delivered personally to the Executive or to the secretary of the Company, or sent by first class post or other
fast postal service, or by facsimile transmission to the Company at its registered office for the time being or to the Executive
at his last known place of residence, or by email.



 


		18.2	Any such notice will unless the contrary is proved, be deemed served when
in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours. In proving
such service it will be sufficient to prove that the notice was addressed properly by post and posted, or that the email or facsimile
transmission was despatched.



 


		19.	Former service agreements



 


		19.1	This agreement supersedes and is in substitution for any previous agreements
or arrangements between i) the Company and Executive, whether written oral or implied, relating to the employment of the Executive,
which are deemed to have been terminated by mutual consent.



 


		19.2	The Executive agrees and hereby acknowledges and consents that Morria does
not owe fees, costs, remunerations and/or reimbursements whatsoever pursuant to any of the previous agreements or arrangements
and any further amendments as described in Section 19.1.



 


		20.	Choice of law, submission to jurisdiction and address for service



 


		20.1	This agreement will be governed by and interpreted in accordance with New
York Law; and English law (specifically English employment law) shall not apply.



 


		20.2	The parties submit to the jurisdiction of the New York courts but this agreement
may be enforced by the Company in any court of competent jurisdiction.



 






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		21.	General



 


		21.1	This agreement constitutes the written statement of the terms of the Employment
provided in compliance with part 1 of ERA 1996.



 


		21.2	There are no collective agreements in place in respect of the Employment.



 


		21.3	Except where expressly stated nothing in this agreement will create any
enforceable rights for any third party.



 


		21.4	The Executive has taken his own independent legal advice on this agreement.



 


		21.5	Limitations Under Code Section 409A.



 


		21.5.1	Notwithstanding anything in this Agreement to the contrary, any compensation
or benefits payable hereunder that constitute “nonqualified deferred compensation” within the meaning of Section 409A
of the Code (“Section 409A”) which are designated as payable upon the termination of Executive’s
employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning
of Section 409A. Further, if the Executive is a “specified employee” (as that term
is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service
becomes effective, any benefits payable upon termination of employment that constitute non-qualified deferred compensation subject
to Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six-month anniversary of the
date his separation from service becomes effective, and (ii) the date of the Executive’s death, but only to the extent necessary
to avoid the imposition of accelerated or increased income taxes, excise taxes or other penalties under Section 409A of the Code.
On the earlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective,
and (ii) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified
deferred compensation that the Company otherwise would have paid the Executive prior to that date. It is intended that each installment
of the payments and benefits payable to Executive upon termination of employment shall be treated as a separate “payment”
for purposes of Section 409A of the Code.



 






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		21.5.2	If an expense reimbursement or provision
of in-kind benefit is not exempt from Section 409A of the Code, the following rules apply: (i) in no event shall any reimbursement
be paid after the last day of the taxable year following the taxable year in which the expense was incurred; (ii) the amount of
reimbursable expenses incurred or provision of in-kind benefits in one tax year shall not affect the expenses eligible for reimbursement
or the provision of in-kind benefits in any other tax year; and (iii) the right to reimbursement for expenses or provision of in-kind
benefits is not subject to liquidation or exchange for any other benefit.



 






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Schedule 1




Definitions and interpretations


(Clause 1)


 


		1.	The provisions of Schedule 1 apply to the interpretation of this agreement
including the schedules.



 


		2.	The following words and expressions have the following meanings:



 


	Benefit	as defined in clause 10.5.
	Board	
        the board of directors for the time being
        of the Company and including any committee of the board of directors duly appointed by it.

         

         

         

	Change of Control	
        shall mean the occurrence of any of the following
        events:

         

        (A) The approval by
        shareholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation
        which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
        by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of
        the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after
        such merger or consolidation;

         

        (B) The approval by the shareholders of
        the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all
        or substantially all of the Company’s assets.

         

	Company Goods 	
        any products, materials, methods, processes,
        data, compositions, materials, information, conceptions, inventions, intellectual property, know-how, results, equipment or machinery
        developed, manufactured, distributed or sold by the Company with which the duties of the Executive were concerned or for which
        he was responsible under this Agreement

         

         

         




 






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	Company Services	any services including, but not limited to, technical and product support, technical advice and customer services supplied by the Company with which the duties of the Executive were concerned or for which he was responsible during the two years immediately preceding the date of termination of the Employment.
	Confidential Information	any information, data, results, relating to the business, prospective business, technical processes, computer software, intellectual property rights or finances of the Company including, but not limited to, data, information comprising or containing details of suppliers and their terms of business, details of customers and their requirements, prices charged to and terms of business applicable to customers, marketing plans and sales forecasts, financial information results and forecasts, unless included in published audited accounts, any proposals relating to the acquisition or disposal of a company or business or any part of it or to any proposed expansion or contraction of activities, details of employees and officers and of the remuneration and other benefits paid to them, research activities, inventions, secret processes, designs, formulae and product lines, which comes into the Executive’s possession by virtue of the Employment, and which the Company regards, or could reasonably be expected to regard, as confidential whether or not such information is reduced to a tangible form or marked in writing as “confidential”, and any and all information which has been or may be derived or obtained from any such information.
	Copyright Work	as defined in clause 13.3.



 






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	Customer	any person to which the Company maintained a business relationship with, or distributed, sold or supplied Company Goods or Company Services during the two years immediately preceding the date of termination of the Employment and with which, during such period:






	 	  1.	the Executive had personal dealings in the course of the Employment; or
	 	  2.	any employee of the Company who was under the direct or indirect supervision of the Executive had personal dealings in the course of that employee’s employment,






	Employment	the Executive’s employment under this agreement.
	Employment Related Personal Data	information which is personal to the Executive, including but not limited to demographic information (name and address etc.) information enabling the Company to make payments (salary, bank account number, deductions, allowances etc.) information enabling access to benefits (details of family members required for insurance and pension purposes), information specifically regarding the Employment, (supervisor information, details of job title, the Company’s personal development plans, performance rating and training plans etc.), and information enabling the Company to fulfil legal requirements (tax and National Insurance information etc.).
	Employment Related Sensitive Personal Data	information relating to the Executive regarding racial and ethnic origin, political opinions, religious or other beliefs, trade union membership, health, sexual orientation and criminal convictions.
	ERA 1996	the Employment Rights Act 1996.
	Prospective Customer	any person with which the Company had negotiations or discussions regarding the possible business relationship, or distribution, sale or supply of Company Goods or Company Services during the 12 months immediately preceding the date of termination of the Employment and with which during such period:



 






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	 	  1.	the Executive had personal dealings in the course of the Employment; or
	 	  2.	any employee of the Company who was under the direct or indirect supervision of the Executive had personal dealings in the course of that employee’s employment.





	Prospective Supplier	any person with which the Company had negotiations or discussions regarding the possible business relationship with distribution, sale or supply of goods or services to the Company during the 12 months immediately preceding the Termination Date and with which during such period:






	 	  1.	the Executive had personal dealings in the course of the Employment; or
	 	  2.	any employee of the Company who was under the direct or indirect supervision of the Executive had personal dealings in the course of that employee’s employment.





	Recognised Investment Exchange	an investment exchange in relation to which there is in force a recognition order made by the Financial Services Authority under the Financial Services and Markets Act 2001. The OTC, AMEX and NASDQ are considered a Recognized Investment Exchange.



 






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	Regulations	the Working Time Regulations 1998.
	Restricted Area	England, Scotland, Wales, Israel and the United States of America.
	Restricted Goods	Company Goods or goods of a similar kind.



 





	Restricted Period	  the period of:
	 	  1.	6
        months immediately following the date of termination of the Employment; or
	 	  2.	6 months immediately following the last date on which the Executive carried out duties assigned to him by the Company (if no duties have been assigned to the Executive during a period immediately preceding the date of termination of the Employment in accordance with clause 14.5).


  


	Restricted Services	Company Services or services of a similar kind relating to anti-inflammatory agents or compounds or methods.
	Salary	the Executive’s salary referred to in clause 6.1.
	Supplier	any person which has supplied materials, goods or services to the Company during the two years immediately preceding the date of termination of the Employment and with which, during such period:



 





	 	  1.	the Executive had personal dealings in the course of the Employment; or
	 	  2.	any employee of the Company who was under the direct or indirect supervision of the Executive had personal dealings in the course of that employee’s employment.


  




		3.	References to persons include bodies, corporate, unincorporated associations
and partnerships.



 






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		4.	References to writing include e-mail, word processing, typewriting, printing,
lithography, photography, facsimile messages and other modes of reproducing words in a legible and non transitory form.



 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the 4th day of March 2013.


 


 


 


 


 





	MORRIA Biopharmaceuticals, Plc	 	Gur Roshwalb	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	By:	/s/ Mark Cohen	 	By:	/s/ Gur Roshwalb	 
	 	Name:   	Mark Cohen	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Executive Chairman	 	 	 	 




 


 


 


 


	By:	/s/ David Sidransky  	 






	Name:	David Sidransky  	 
	 	 	 
	 	Compensation Committee 	 


  



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