Exhibit 4.16


 


SECOND
AMENDMENT TO LICENSE AGREEMENT


 


THIS
SECOND AMENDMENT TO LICENSE AGREEMENT (the “Second Amendment”) is made as of September 17, 2017 by and between
Dekel Pharmaceuticals Ltd. (the “Licensor” or “Dekel”), and Therapix Biosciences Ltd., (the
“Licensee” or “Therapix”). Licensee, on the one hand, and Licensor, on the other, may each
individually be referred to in this Amendment as a “Party” and collectively referred to in this Amendment as
the “Parties”.


 


WITNESSETH:


 


	WHEREAS	The
                                         Parties have each agreed on the terms of the License Agreement signed as of May 20, 2015,
                                         as amended on August 19, 2015 (the “Agreement”); and



 


	WHEREAS	The
                                         Parties desire and agree to amend the Agreement such that certain future consideration
                                         which may be payable to Licensor will be exchanged for equity of the Licensee, all as
                                         set forth herein;



 


NOW,
THEREFORE, the Parties hereby agree as follows:


 


	1.	The
                                         above recitals are hereby made part of this Amendment.



 


	2.	Unless
                                         expressly provided otherwise, all capitalized terms used and not otherwise defined herein
                                         shall bear the respective meanings ascribed to them in the Agreement.



 


	3.	Effective
                                         as of the Amendment Effective Date, Section 3.3 of the Agreement will be replaced in
                                         its entirety with the following new Section 3.3, such that the rights to receive royalties,
                                         sublicense fees or milestone payments shall be replaced with the right to receive additional
                                         equity, as follows:



 


“3.3Consideration


 


In
full consideration for the rights granted hereunder, Licensor shall be issued 475,000 American Depositary Shares (ADSs) of Therapix,
in consideration for the par value thereof. Licensor may instruct Therapix in writing, to issue part of the foregoing number of
Ordinary Shares to third parties.”


 


	4.	Effective
                                         as of the Amendment Effective Date, Section 3A of the Agreement will be deleted.



 


	5.	This
                                         Second Amendment will enter into effect on the day (the “Amendment Effective
                                         Date”) on which all of the following conditions precedent have been met:



 


		5.1.	Therapix
                                         has obtained the approval of the requisite majority at general meeting of the Company’s
                                         shareholders for this Second Amendment, in accordance with applicable law;



 


		5.2.	Therapix
                                         has closed a financing round following the execution hereof of at least $5,000,000 by
                                         June 30, 2018; and



 


		5.3.	Completion
                                         of appropriate filings with and obtainment of the required approvals of the Israeli Securities
                                         Authority and the TASE (and the Nasdaq or SEC, if required).



 


In
the event that the foregoing conditions precedent for the Amendment Effective Date are not fulfilled by June 30, 2018, the provisions
of this Second Amendment shall terminate and shall not have any further force or effect.


 


		6.	Unless
                                         amended hereby, all provisions of the Agreement shall remain in full force and effect.



 


IN
WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their duly authorized representatives as
of the date first above written.


 


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of page intentionally left blank]


 




    


     


    

 


[Signature
page to Second Amendment to the License Agreement between Dekel and Therapix]


 


	THERAPIX
BIOSCIENCES LTD.
	 	DEKEL
    PHARMACEUTICALS LTD.
	 	 	 
	/s/ Josh Blacher	 	/s/ Ascher Shmulewitz
	Signature
    (By)	 	Signature
    (By)
	 	 	 
	Josh Blacher	 	Ascher
Shmulewitz
	Name	 	Name
	 	 	 
	Chief Financial Officer	 	Chairman
	Title	 	Title
	 	 	 
	September 17, 2017	 	September 17, 2017
	Date	 	Date


 


 


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