Exhibit 10.12


 


ADDENDUM
TO SERVICES AGREEMENT


 


This
Amendment to the Services Agreement (the "Addendum") is entered into as of August 31, 2014 (the "Effective
Date"), by and between Biondvax Pharmaceuticals Ltd. (the "Company"), CFO Direct Ltd. (the "Contractor")
and Mr. Uri Ben Or. The Company and Contractor shall be referred to individually as a "Party" and collectively
as the "Parties".


 


WHEREAS,
the Parties entered into a services agreement, dated June 20, 2007 (the "Agreement");


 


WHEREAS,
the Parties wish to modify and restructure the manner in which the Services (defined below) pursuant to the Agreement are to be
provided to the Company and that the Service Provider (defined below) provide a certain portion of such Services directly to the
Company and be retained Company as an employee on a part time basis; and


 


WHEREAS,
on August 31, 2014, the board of directors of the Company approved the modification and restructuring of the manner in which the
Services are to be provided to the Company and the relationship with the Service Provider;


 


NOW,
THEREFORE, based on the representations contained herein and in consideration of the mutual promises and covenants set forth
herein, the Parties agree as follows:


 


	1.	Appointment;
                                         the Services



 


		1.1.	Commencing
                                         as of the Effective Date, the Company retains contractor
                                         to provide financial services (the "Services"), as an independent contractor.



 


		1.2.	The
                                         Services shall be performed on behalf of the contractor
                                         by Mr. Uri Ben Or (the "Service Provider") and/or other employees of
                                         the Contractor as shall be designated by the Service Provide, from time to time.



 


		1.3.	The
                                         Contractor shall devote such time and effort to the performance of the Services as shall
                                         be requested by the Company from time to time.



 


		1.4.	Contractor
                                         shall fulfill its obligations in good faith in the best interests of the Company. The
                                         Company shall provide Contractor with the necessary assistance, cooperation and feedbacks
                                         required by Contractor for the performance of the Services, including but not limited
                                         to, any clarifications, answers, approvals and documents. The Contractor shall be subject
                                         to and shall perform all and any directives relating to the Services issued by the Chief
                                         Executive Officer and of the Company or any other person(s) designated by the Company,
                                         and shall report to said persons.



 


	2.	Consideration



 


		2.1.	In
                                         consideration for the Services rendered by Contractor, the Company shall pay the Contractor
                                         a monthly service fee in the amount of NIS 2,500 (Two Thousand Five Hundred New Israeli
                                         Shekels) plus VAT (the "Service Fee"). Provided, however, that subject
                                         to and contingent upon an initial public offering of the Company’s securities in
                                         the U.S. (an "Initial Public Offering"), from the date of such Initial
                                         Public Offering the monthly Services Fee shall be raised to NIS15,000 (Fifteen Thousand
                                         New Israeli Shekels).



 






    	 



    	



    

 


		2.2.	In
                                         addition, the Contractor shall be entitled to receive a one-time bonus of up to and aggregate
                                         amount of NIS 280,000 (two hundred eighty thousand New Israeli Shekels), in accordance
                                         with the following milestones (the "Bonus"):



 


		(a)	48,125,
                                         on September 1, 2014;



 


		(b)	48,125,
                                         on October 1, 2014;



 


		(c)	48,125,
                                         on November 1, 2014;



 


		(d)	48,125,
                                         on December 1, 2014; and



 


		(e)	87,500,
                                         subject to and contingent upon  the Initial Public Offering.



 


		2.3.	At
                                         the end of each calendar month during the term of this Addendum, the Contractor will
                                         provide the Company with an invoice with respect to the Services rendered by the Contractor
                                         during the previous calendar month. Payment of the Service Fee shall be made within 30
                                         (Thirty) days following the end of each calendar month.



 


		2.4.	In
                                         addition to the Services Fee, the Company shall reimburse Contractor for out-of-pocket
                                         business expenses, reasonably incurred by it in the provision of the Services and approved
                                         in writing and in advance by the Company (the "Expenses"). The Expenses
                                         shall be included in the invoice issued by the Contractor and the Company shall reimburse
                                         Contractor for the Expenses together with payment of the Services Fee.



 


		2.5.	Other
                                         than the Service Fees, the Bonus and the approved Expenses above, the Contractor shall
                                         not be entitled to any other payment, remuneration or consideration of any type from
                                         the Company for the performance of the Services or under this Addendum.



 


		2.6.	The
                                         Contractor shall be solely responsible for the payment of all taxes, levies, social benefits
                                         and any other payments required by applicable law to be made in connection with this
                                         Addendum (except for VAT in accordance with Section ‎2.1 above).



 


		2.7.	The
                                         Company shall deduct withholding tax (if imposed on the Contractor) from the payments
                                         referred to above, as prescribed by applicable law, unless the Contractor provides the
                                         Company with evidence of an exemption from the payment of withholding tax.



 


		2.8.	The
                                         Contractor hereby acknowledges that the Company is a public company whose securities
                                         are traded on the Tel-Aviv Stock Exchange Ltd. and may be traded in the future on other
                                         foreign Stock Exchanges. As a result, the Company may be required to file public reports
                                         in connection with this Addendum.



 


	3.	Relationship
                                         of the Parties



 


The
Contractor hereby warrants and represents towards the Company as follows:


 


		3.1.	The
                                         Contractor and the Service Provider have the skills, expertise, experience, qualification,
                                         knowledge and ability required to provide the Services.



 


		3.2.	The
                                         Contractor and the Service Provider shall provide the Services at a high professional
                                         standard, in good faith and avoid any situation of an actual or potential conflict of
                                         interest with the Company.



 


		3.3.	The
                                         Contractor has all the requirements and provisions required by law in order to provide
                                         the Services, including but not limited to all the permits, licenses and approvals required
                                         by the law in order to perform its obligations accordance to this Addendum.



 






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		3.4.	The
                                         Contractor undertakes to perform and ensure that the Service Provider will perform all
                                         the obligations related to the Contractor as provided herein. The Contractor represents
                                         and warrants that all statements and obligations under this Addendum shall also apply
                                         to the Service Provider.



 


		3.5.	The
                                         Contractor is an independent contractor, according to its request, and is expected to
                                         provide the Services to the Company as an independent contractor and shall not be considered
                                         an agent or employee of the Company. Nothing in this Addendum shall be interpreted or
                                         construed as creating or establishing an employer-employee relationship between the Company
                                         and the Contractor or between the Company and Service Provider under this Addendum. The
                                         Contractor acknowledges that the Contractor has read and fully understand the terms of
                                         this structure of the relationship between the Parties as an independent contractor and
                                         that the Contractor has consulted and received advice of counsel regarding same and has
                                         had sufficient opportunity to do so.



 


		3.6.	For
                                         the avoidance of any doubt, the Service Provider is not entitled to any consideration
                                         whatsoever directly from the Company in respect to the Services or under this Addendum
                                         and the Contractor shall be solely responsible for any consideration due to Service Provider
                                         for his involvement in carrying out the Services, including but not limited to any salary,
                                         social benefits or severance pay.



 


		3.7.	The
                                         Parties hereby deny and waive any demand, claim and/or allegation that an employment
                                         relationship of any kind has resulted from this Addendum or from the rendering of the
                                         Services as of the Effective Date or rendering services prior to the Effective Date as
                                         an officer of the Company. In addition, the Contractor and the Service Provider hereby
                                         declare that they waive any demand, claim and/or allegation in accordance with the Employment
                                         Agreement between the Services Provider and the Company dated August 31, 2014.



 


		3.8.	It
                                         is agreed between the Parties that, if notwithstanding Section 3.5 above, in the event
                                         that a duly authorized legal body or other authorized forum, orders the Company to grant
                                         the Contractor the rights and privileges of an employee for the Services rendered in
                                         accordance with this Addendum, the Contractor will not be entitled to the Service Fee
                                         and the Bonus as provided in Sections 2.1 and 2.2 above, but rather to the Services Fee
                                         and Bonus less any amount that the Company will have to pay following the decision of
                                         said duly authorized legal body or other authorized forum as described at the beginning
                                         of this Section 3.8.



 


		3.9.	In
                                         the event the Company is demanded and/or obligated, to pay the Contractor, any amount,
                                         or give the Contractor or any third party any right, deriving from the existence of employer-employee
                                         relationship between the Contractor and the Company, the Contractor shall indemnify the
                                         Company for any and all costs, liabilities and expenses it may have in connection with
                                         such demand and/or obligation, including the economic value of such right and including
                                         legal expenses.



 


		3.10.	With
                                         respect to the circumstances as described in Sections 3.8 and 3.9 above, the Contractor
                                         shall indemnify the Company any amount or fee that has been received by it exceeding
                                         the Services Fee and Bonus to which it is entitled in accordance with Sections 2.1 and
                                         2.2 above, with the linkage to the CPI and with interest rates under the Adjudication
                                         of Interest and Linkage Law, 5721-1961. Interest and linkage differentials are calculated
                                         according to the date on which any amount or fee has been received and until the date
                                         in which the amount or fee will be refunded to the Company.



 






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		3.11.	Without
                                         derogating from the foregoing, Contractor hereby explicitly agrees to reimburse the Company
                                         in respect of any cost or expense (including reasonable legal fees and expenses), imposed
                                         on and when incurred, by the Company against decision by any competent judicial authority,
                                         of the existence of an employment relationship between the Company, on the one hand,
                                         and the Contractor and/or Service Provider on the other hand.



 


		3.12.	The
                                         Contractor shall be responsible for the payments of all taxes applicable to it as an
                                         independent contractor.



 


		3.13.	The
                                         execution and delivery of this Addendum and the fulfillment of the terms hereof will
                                         not (i) result in any violation of any statute, regulation or judicial decree; (ii) constitute
                                         a default under or breach of any legal obligation and/or agreement and/or undertaking
                                         and/or other instrument to which Contractor is a party, including, any confidentiality
                                         or non competition agreement; and (iii) do not require the consent of any person or entity
                                         which has not been obtained prior to the execution hereto, including, that of any former
                                         or current employer.



 


	4.	Confidentiality
                                         and Proprietary Rights



 


		4.1.	The
                                         Contractor agrees to maintain in strict confidence and shall not disclose to any third
                                         party (including in or by way of any presentation) without the written consent of the
                                         Company, or use other than for the Services: (i) any information, materials and data
                                         of a proprietary or confidential nature, whether in oral, written, graphic, machine-readable
                                         form or in any other form, including, without limitation, technology, bio-technology,
                                         trade secrets, patents, patent applications, copyrights, ideas, improvements and inventions
                                         (whether or not patentable or registerable) and other works of authorship, formulas,
                                         computer programs, databases, developments, technical drawings, designs, algorithms,
                                         circuits, layouts, biological and other materials, schematics, forecasts, products (actual
                                         or planned), marketing, sales, strategies, prices, customers, distributors, suppliers,
                                         operators, names and expertise of employees and consultants, performance, costs, know-how,
                                         research, technique and process information, records and results, clinical protocols
                                         and patient information, any other proprietary and/or confidential business, financial,
                                         technical, pre-clinical, clinical and scientific information, and all record bearing
                                         media containing or disclosing such information and techniques, disclosed and/or made
                                         available by the Company to Contractor or otherwise acquired by the Contractor as a result
                                         of or in connection with this Addendum and/or the Parties' discussions (whether prior
                                         to the execution hereof or thereafter (ii) the Proprietary Data and IP (as defined in
                                         Section 4.4 below) and (iii) the terms of this Addendum (all of the foregoing, collectively,
                                         the "Confidential Information"). The Contractor shall safeguard the
                                         Confidential Information with the same degree of care that the Contractor maintains or
                                         protects his own confidential information, but in any event, no less than a reasonable
                                         degree of care.



 


		4.2.	For
                                         the purposes of this Addendum, Confidential Information shall not include any information
                                         that the Contractor can document: (i) was lawfully in the Contractor 's possession prior
                                         to receipt from the Company; or (ii) is already in the public domain through no breach
                                         of this Addendum or any other obligation of confidentiality applicable to the Contractor;
                                         or (iii) is approved for release by Contractor by advance written authorization of the
                                         Company.



 


		4.3.	The
                                         Contractor acknowledges and agrees that all Confidential Information is and shall remain
                                         the sole property of the Company and that no patent, copyright, trademark or other proprietary
                                         right or other right or license is granted by this Addendum.



 






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		4.4.	All
                                         inventions, data, information, work product, presentations designs, technology, reports
                                         or other results conceived of, created, written, designed, developed, reduced to practice,
                                         authored or made by or on behalf of the Contractor, alone or together with others (i)
                                         during and/or arising from the performance of the Services hereunder, and/or (ii) relating
                                         to the Confidential Information and all related, copyrights, know-how, trademarks, and
                                         other intellectual property (including applications therefor) (collectively, the "Proprietary
                                         Data and IP") shall be the sole and exclusive property of the Company and shall
                                         be deemed "works made for hire".



 


		4.5.	The
                                         Contractor hereby acknowledges that he is aware of the fact that the Company is a Public
                                         Company (as defined in the Companies Law, 5759-1999), and that any unauthorized discloser
                                         of information regarding the Company may be considered, in these circumstances, a criminal
                                         offence and a civil cause of action.



 


		4.6.	Upon
                                         the termination of this Addendum for any reason, or at the earlier request of the Company,
                                         the Contractor shall promptly return to the Company all Confidential Information and
                                         all copies or other manifestations of Confidential Information in the possession or control
                                         of the Contractor.



 


	5.	Term
                                         and Termination



 


		5.1.	The
                                         term of this Addendum shall commence as of the Effective Date and shall continue in full
                                         force and effect for a period of 5 (Five) years unless earlier terminated in accordance
                                         with Sections 5.2 or 5.3 below.



 


		5.2.	Either
                                         Party may terminate this Addendum by providing the other Party with 60 (Sixty) days prior
                                         written notice.



 


		5.3.	Notwithstanding
                                         anything to the contrary herein, the Company may terminate this Addendum at any time,
                                         effective immediately, without need for prior written notice, and without derogating
                                         from any other remedy to which the Company may be entitled, for Cause.



 


		5.4.	For
                                         the purposes of this Addendum, the term "Cause" shall mean: (i) If the
                                         Contractor is convicted of a felony or is held liable by a court of competent jurisdiction
                                         for fraud against the Company; (ii) The Contractor’s embezzlement of the Company's
                                         funds; (iii) Any conduct which has a material adverse effect or is materially detrimental
                                         to the Company, including but not limited to a material breach of this Addendum, which
                                         shall include, for avoidance of doubt, a breach of Section 4 above; (iv) A claim by the
                                         Contractor or any one on his behalf or connected thereto, that the Contractor and/or
                                         the Service Provider is an employee of the Company.



 


		5.5.	Upon
                                         termination of this Addendum for any reason other than for Cause, the Company shall promptly
                                         pay Contractor the Service Fees, and Bonus due and payable to Contractor for Services
                                         rendered and Expenses incurred by Contractor, during the term of this Addendum, against
                                         an invoice issued to the Company, all in accordance with Section 2 above.



 


		5.6.	The
                                         provisions of Sections 3.7-3.11 (inclusive), 4, 5, 6, 7, 8, and 9.4 shall survive termination
                                         or expiration of this Addendum.



 






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	6.	Limitation
                                         of Liability.



 


Without
derogating from Contractor 's right to receive the Services Fees, Bonus and reimbursement for the Expenses and save for any liability
for breach of Sections 4 and 5 the indemnification obligations under Section 3, no Party hereunder shall be liable to the other
Party for any consequential, incidental, indirect, punitive, exemplary or special damages of any nature whatsoever, arising from
or related to this Addendum, or for any damages arising from or related to the loss of data, loss of profit, interruption of service
or loss of business or anticipatory profits, even if a Party has been apprised of the likelihood of such damages occurring, regardless
of the type of claim.


 


	7.	Insurance
                                         and Indemnification



 


The
Service Provider shall continue to be covered under the Company's current Directors and Officers insurance coverage, to cover
Service Provider's liability as an officer of the Company.


 


	8.	Notices



 


All
notices and other communications required or permitted to be given or sent hereunder shall be given in writing and shall be deemed
to have been sufficiently given or delivered for all purposes if mailed by registered mail, sent by fax, delivered by hand or
sent by electronic mail to the respective addresses set forth herein until otherwise directed. All notices shall be deemed to
have been received: (i) within five (5) business days following the date upon which it was deposit for registered mail; (ii) within
one (1) business day after it was transmitted by fax or electronic mail; and confirmation of transmission has been obtained and
(iii) at the time of actual receipt, if delivered by hand.


 


	 	If
to the Company:

        BiondVax
Pharmaceuticals Ltd.

Science Park, 14 Einstein Street

PO Box 4143

Ness Ziona, 74140

        Facsimile:
972-8-9302531

        Email:
babecoff@biondvax.com

        Attn.:
        Dr. Ron Babecoff , CEO
	 	If
to the Contractor and Service Provider:

        CFO
Direct Ltd.

        57
rothschild street

        Yatir
Building, 2nd floor

        Kfar
Saba 44201,Israel

        Facsimile:972-8-9302531

        Email:benor@biondvax.com

        Attn.:
        Mr. Uri Ben Or



 


	9.	Miscellaneous



 


		9.1.	This
                                         Addendum, including all appendices attached thereto, is the entire agreement between
                                         the Parties with respect to the subject matter hereof and thereof, and supersedes all
                                         prior understandings, agreements and discussions between them, oral or written, with
                                         respect to the subject matter hereof and thereof.



 


		9.2.	No
                                         provision of this Addendum may be amended or modified unless agreed to in writing and
                                         signed by both Parties. The observance of any term hereof may be waived (either prospectively
                                         or retroactively and either generally or in a particular instance) only with the written
                                         consent of the Party against such waiver is sought. No waiver by either Party at any
                                         time to act with respect to any breach or default by the other Party of, or compliance
                                         with, any condition or provision of this Addendum to be performed by such other Party
                                         shall be deemed a waiver of similar or dissimilar provisions or conditions at the same
                                         or at any prior or subsequent time.



 






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		9.3.	This
                                         Addendum shall be governed by and construed and enforced in accordance with the laws
                                         of the State of Israel, without giving effect to the rules with respect to conflicts-of-law.
                                         Any dispute arising out of, or relating to this Addendum, its interpretation or performance
                                         hereunder shall be resolved exclusively by the competent court of the city of Tel Aviv-Jaffa,
                                         and each of the Parties hereby submits exclusively and irrevocably to the jurisdiction
                                         of such court.



 


		9.4.	The
                                         provisions of this Addendum shall be deemed severable and the invalidity or unenforceability
                                         of any provision shall not affect the validity or enforceability of the other provisions
                                         hereof. If any part of this Addendum is determined to be invalid, illegal or unenforceable,
                                         such determined shall not affect the validity, legality or enforceability of any other
                                         part of this Addendum; and the remaining parts shall be enforced as if such invalid,
                                         illegal, or unenforceable part were not contained herein, provided, however, that in
                                         such event this Addendum shall be interpreted so as to give effect, to the greatest extent
                                         consistent with and permitted by applicable law, to the meaning and intention of the
                                         excluded provision as determined by such court of competent jurisdiction.



 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the Parties hereto have executed this Addendum to the services agreement as of the date first above-mentioned.


 





	/s/ Uri Ben Or	 	/s/ Ron Babecoff
	CFO
    Direct Ltd.	 	BiondVax
    Pharmaceuticals Ltd.
	 	 	 
	Name:  Mr.Uri Ben Or , CEO	 	Name:  Dr. Ron Babecoff , CEO







 


I,
the undersigned, hereby undertake to act as the Service Provider as stipulated in the Addendum and to be bound by all the Contractor's
obligations and undertakings, jointly and severally with the Contractor.


 


 /s/
Uri Ben Or


	Mr.Uri
    Ben Or	 


 


 


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