Exhibit 4.21


 


AMENDMENT
OF EMPLOYMENT AGREEMENT


 


This
Amendment (the “Amendment”) is made and entered into on March, 2018, by and between Therapix Biosciences
Ltd., a public company organized under the laws of the State of Israel (the “Company”), and Dr. Adi Zuloff-Shani,
Israeli I.D No. [*] (the “Employee”).


 


	WHEREAS	the
                                         Company and the Employee have entered into an Employment Agreement, dated February 16,
                                         2016 (the “Agreement”); and



 


	WHEREAS	the
                                         parties desire to amend the Agreement as further set forth herein.



 


NOW
THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereby
declare and agree as follows:


 


	1.	Capitalized
                                         terms used and not otherwise defined herein shall bear the respective meanings ascribed
                                         to them in the Agreement.
	 	 
	2.	The
                                         terms of this Amendment shall be effective as of November 1, 2017 (the “Effective
                                         Date”).
	 	 
	3.	As
                                         of the Effective Date the following terms in Section 3.1 in the Agreement shall be replaced
                                         as follows:



 


		3.1.	Base
                                         Salary- NIS 33,840.



 


		3.2.	Overtime
                                         Compensation- NIS 8,460



 


The
above salary reflects the current maximum wage cost cap of the Company’s c-level executives, as stipulated in the Company’s Office
Holder’s Compensation Policy (the “C-level Wage Cap” and the “Compensation Policy” respectively).


 


	4.	Section
                                         2.2 shall be amended by deleting the words “thirty (30) days” and replacing
                                         them with the words “ninety (90) days”.
	 	 
	5.	Section
                                         3.8.A shall be added as follows:



 


3.8.A
“Additional Option.


 





	 	3.8.A.1	Subject
    to and following (i) the sole discretion and approval of the Board and any applicable Company organs, law or regulation, if
    and to the extent required (ii) the Compensation Policy then in effect, or as otherwise determined by the Company and approved
    by the Company’s relevant organs, and (iii) the execution by Employee of a customary option agreement in a form approved by
    the Board, Employee shall be granted with an option to purchase up to 900,000 Ordinary Shares (equivalent to 22,500 ADSs)
     of the Company, par value NIS 0.01 each, under the Plan (the “Additional Option”), constituting approximately
    1.0% of the Company’s issued share capital on an issued basis The Additional Option shall be issued pursuant to and in accordance
    with the capital gains route under Section 102B of the Israeli Tax Ordinance, shall be subject to the provisions of the Plan,
    and shall vest over a 3 year period, on a quarterly basis. The exercise price of the Additional Option shall be US$ 0.14 per
    Share ($5.60 per ADS).
	 	 	 
	 	3.8.A.2	The
    grant of the Option shall be subject to the obtainment by the Company of all (i) applicable corporate approvals and (ii) completion
    of appropriate filings with and obtainment of the required approvals of the Israeli Securities Authority, the Tel Aviv Stock
    Exchange, the SEC and the NASDAQ, to the extent required.



 






     


     


    

 


	 	3.8.A.3	In
    case a regulatory approval (if so required) is not obtained, for reasons beyond the Company’s control, this shall not
    be considered to be a breach by the Company of this agreement, and Employee shall not hold any demand, allegations or claims
    against the Company in connection with the Company’s failure to obtain such regulatory approval.
	 	 	 
	 	3.8.A.4	Nothing
    herein shall be construed as an obligation to grant any options to the Employee.”


 


	6.	Section
                                         3.10 shall be amended by deleting the words “up to NIS 1,000 (net)” and replacing
                                         them with the words “up to NIS 1,500 (net)”.
	 	 
	7.	Nothing
                                         in this Amendment shall be regarded as Employees’ consent to relinquish any claims she
                                         may have as of the date of this Amendment, with respect to the following issues agreed
                                         upon between the Employee and the Company’s Chairman of the Board and Active CEO (the
                                         “Claims”):



 


		7.1.	Possible
                                         increase in the Employee’s salary in the event the Company amends the C-level Wage Cap
                                         under its Compensation Policy, subject to the obtainment of all corporate approvals,
                                         under any law or regulation, if and to the extent required.



 


		7.2.	Possible
                                         increase in the Employee’s salary if another c-level executive is granted a salary higher
                                         than the C-level Wage Cap under the Compensation Policy, subject to the obtainment of
                                         all corporate approvals, under any law or regulation, if and to the extent required.



 


		7.3.	Possible
                                         one-time discretionary payment approximately of NIS 171,500 (the “Discretionary
                                         Payment”) will be recommend to the Compensation Committee and to the Board,
                                         subject to the obtainment of all corporate approvals, under any law or regulation, if
                                         and to the extent required and the deduction of all taxes as required from the by law.



 


		7.4.	Possible
                                         additional option grant to the Employee’s in the event the Company amends the c-level
                                         executives share option cap subject to the obtainment of all corporate approvals, under
                                         any law or regulation, if and to the extent required.



 


		7.5.	Possible
                                         additional option grant to the Employee’s if another c-level executive is granted a number
                                         of options higher than the cap under the Compensation Policy, subject to the obtainment
                                         of all corporate approvals, under any law or regulation, if and to the extent required.



 


The
Company’s execution of this Amendment shall not be regarded and/or considered as and approval or disapproval of the Claims.


 


Notwithstanding
any of the above, with respect to any of the Claims, if any of the above approvals are not obtained and the above stated compensations
are not possible, this shall not be considered to be a breach by the Company of the Agreement.


 


	8.	The
                                         Agreement, as amended hereby, shall continue in full force and effect as originally constituted
                                         and is hereby ratified and affirmed by the Parties.



 


IN
WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.


 


	/s/ Adi
    Zuloff-Shani	 	/s/
    Ascher Shmulewitz
	Adi
    Zuloff-Shani	 	Therapix
                                         Biosciences Ltd.

	 	 	 	 
	 	 	By:	Ascher Shmulewitz
	 	 	 	 
	 	 	Title:	Chairman