Exhibit 10.16


 


BiondVax
Pharrnaceuticals Ltd.


December
29, 2005


 


Dear
Prof. Ruth Arnon,


 


Re:
Employment with BiondVax Pharmaceuticals Ltd (the “Company”)


 


Reference
is made to the letter agreement between the Company and you, dated February 7, 2005 ("Agreement"), pursuant
to which you serve as a consultant of the Company and the chairman of the Company's Scientific Advisory Board.


 


For
the sake of good order we wish to set forth in this letter our agreement to amend the terms of the Agreement, effective as of
December 1, 2005 (the "Effective Date"), as follows:


 


	1.	Commencing as
    of the Effective Date you shall provide the services mentioned in the Agreement as a part-time employee (reflecting a 5% of
    a full time job position) of the Company. For avoidance of doubt, the scope of the services you provide the Company pursuant
    to the Agreement do not change, but your status changes from a sub-contractor to employee of the Company
	2.	In consideration
    for your employment with the Company, the Company shall pay you an aggregate monthly gross salary of US$ 1,800 (the "Salary").
    The Company shall deduct from the Salary all national insurance fees, health insurance fees, income tax and any other
    amounts required by law. The Salary shall be paid instead of the monthly retainer you were entitled to receive pursuant to
    the terms of the Agreement, prior to its amendments hereunder.
	3.	All other terms
    of the Agreement shall remain unchanged.


 


For
the sake of good order, kindly confirm your agreement to the above changes to the terms of the Agreement by signing in the signature
place below.


 


Your
signature below shall also be deemed as your confirmation that: (i) prior to the Effective Date there were no employer-employee
relations between you and the Company; (ii) you obtained the approval of the President of the Weizmann Institute to become a part-time
employee of the Company and no additional approval is required from your side in order to execute the amendments to the Agreement
as set forth above.


 


On
behalf of the Company we want to take this opportunity to thank you for you productive assistance, involvement and contribution
to the Company and its success and wish for continuance fruitful collaboration between the Company and you.


 


	Sincerely yours,	 
	 	 
	/s/
    Ron Babecoff	 
	BiondVax Pharmaceuticals
    Ltd.	 



 


	AGREED AND ACCEPTED 	 
	 	 	 
	Name:	Prof.
Ruth Arnon	 
	 	 	 
	Signature:	/s/ Ruth Arnon	 
	 	 	 
	Date:	3.1.06	 


 









    	 



    	 



    

 


15/3/2005


 


Yeda
Research and Development Company Ltd.


The
Weizmann Institute of Science


 


Dear Sirs,


 


Re: BiondVax
Pharmaceuticals Ltd. — Prof. Ruth Arnon 


 


Reference
is made to an Appointment Letter dated 7 February 2005, a copy of which is attached hereto (the "Appointment Letter")
by which BiondVax Pharmaceuticals Ltd. (the "Company") appointed Prof. Ruth Arnon as the Head of its Scientific
Advisory Board. The Appointment Letter provides, subject to its terms, that the Prof. Arnon shall be entitled to options to purchase
shares in the Company upon the occurrence of certain events ("Options").


 


We
hereby undertake that the Options will not be allocated to Prof. Arnon or to anyone on her behalf until such time as when the
President of the Weizmann institute (the "President") will reach a final decision regarding the internal allocation
of the Options between Prof. Arnon and Yeda and further provided that if Company does not receive from the President a written
notice of such decision by October 1, 2005 it will not make any allotment of the Option to Prof. Arnon or to anyone on
her behalf for as long as Prof. Arnon is affiliated with the Weizmann Institute of Science.







 





	Very truly yours,	 
	 	 
	BiondVax Pharmaceuticals Ltd.	 
	 	 
	/s/ Ron Babecoff	 


 


	Acknowledged:	 	 
	 	 	 
	Yeda Research and Development
    Company Ltd.	 
	 	 	 	 
	By:	/s/
    Isaac Shariv	 	
	Name:	Dr. Isaac
    Shariv	 	
	Title:	C.E.O	 	
	 	 	 	 
	 	/s/
    Haim Garty	 	 
	 	Prof. Haim Garty	 	 
	 	Chairman	 	 
	 	 	 	 
	The Weizmann Institute of
    Science 	 	 
	 	 	 	 
	By:	GAD
    KOBER	 	
	Name:	/s/ GAD KOBER	 
	Title:	VICE PRESIDENT *****	 	
	 	******	 	 
	 	 	 	 
	 	/s/
    Haim Garty	 	 
	 	Prof. Haim Garty	 	 
	 	Vice President for Technology Transfer	 	 
	 	 	 	 
	/s/
    Ruth Arnon	 	 
	Prof. Ruth Arnon	 	 


 



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February 7, 2005


 


Dear Prof. Ruth Arnon,


 


Re; Appointment to Scientific Advisory
Board (“SAB”)_of BiondVax Pharmaceuticals Ltd. (the “Company”) 


 


It is with great pleasure that we take this
opportunity to confirm your appointment as the Head of the Company’s SAB, reporting directly to the Company's General Manager/CEO.
This letter is to set forth and confirm our understandings and the terms under which you have agreed to join the SAB.


 


Appointment


 


The Company has appointed you and you have
agreed to join the Company's SAB. As part of such appointment, you hereby expressly agree to contribute your knowledge, skills,
background, education, professional standing and stature in furthering the Company's objectives as shall be required. from time
to time, including;


 


		-	Devising and implementing overall Company Scientific strategy;



 


		-	Advising on scientific issues relating to the Company;



 


		-	Assisting in the development of key contacts with scientists and senior position holders in the
pharmaceutical sphere;



 


		-	Assisting in the development of the Company’s overall growth, familiarity and stature within
the industry;



 


The SAB shall meet from time to time
to discuss those and other objectives at which your attendance at such meetings is essential and you agree to make best
efforts to attend such meetings in person or, if not possible, by teleconference. We are aware of your other engagements,
including vis-a-vis the Weizmann Institute of Science, and we are confident that your undertaking and the amount of resources
end time required under this letter shall not interfere with your other engagements.


 


Confidentiality 


 


Confidentiality and protective
provisions relating to safeguarding the Company's intellectual property shall apply as is common for a position of a Head of the
SAB, commencing on the date on which the License Agreement dated July 31st, 2003 has been signed, and in accordance
with Appendix A attached hereto,


 


Compensation


 


In consideration for your appointment, the
Company is pleased to grant you the following arrangement -


 


	1.	Monetary Compensation: As a monetary compensation for your activity as a SAB member you will be entitled to receive the following:
	 	 	 
	 	(i)	A SAB meeting in Israel or full day consultation: 'US$ 1,400 plus VAT per full day of SAB
    meeting and a proportion of that amount for a partial dry (based on an eight hours far a full day);






  



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	 	(ii)	 A SAB meeting abroad or full session consultation; US$ 2,400 plus VAT per full SAB session bearing in mind that travel and other considerations are likely to lengthen the session for a few days, In case travel time will exceed 48 hours., additional compensation will be provided at a rate of $1,000 plus VAT par each 24 hours. 
	 	 	 
	 	In additional to the above, we
                    anticipate that we will require consultation services from you, not necessarily as a head of SAB but rather than by virtue
                    of                     your knowledge in the immunology field, Such services shall be provided from time to time on an as
                    needed                                          basis. Your compensation for such services shall be a monthly retainer of
                    $1,800. commencing as of                     1.2.2005 and further                     provided that the investment as defined
                    below has been made is the Company.

	 	 	 
	 	All out of pocket expenses, including
travel and accommodation expenses, telephones, faxes etc. will be reimbursed by the Company in accordance with the Company's policy,
against the presentation of invoices, provided that all flights will be in business class, and hotels that are reasonably accepted
to you. All payments will be subject to VAT, as customary.

	 	 
	2.	Equity: In addition to
                    the above, we confirm that we will issue to your benefit, an option to purchase 56,000 (assuming a 1:1,000 stock split
                    effected prior to the Investment, as such term is defined below) of the Company's Ordinary Shares (par value NIS 0,0000001
                    each) under the Company’s Option Plan  as amended (the "Option Plan"), and any ancillary  document to
                    be executed by you at the Company's reasonable request (the "Options"). The Options are exercisable at the
                    par value price of each share, and at an aggregate exercise price equal to the aggregate par value thereof for all the option
                    package, 33,600 of the Options are fully vested, and the remainder, i.e. 22,400 Options, shall vest over two years, on a
                    quarterly basis (in equal portions per quarter), commencing on the, date hereof, Provided that none of the Options shall be
                    exercisable before the date of the Investment (as defined below).



	 	 
	 	We are seeking additional sources of
                    funding, and highly appreciate the substantial role you took as the Principal Investigator end in assisting us to file  an
                    application for a grant from the NIH for a sum of $2,968425 (two million  nine hundred and sixty eight thousand four hundred
                    and twenty five US Dollars) (the “NIH Grant”). As discussed, you  agree to contribute your worldwide
                    reputation as a scientist in the immunology area, and allow us to name you as the principal investigator within the NIH
                    Grant                     application and any revision, continuation or supplement thereof, Of course, prior to such
                    submission we will provide the NIH                     grant application to your review, but other than that you shall not
                    be                     required to draft it in  any other way. Subject to and                     as soon  as practical
                    following the Bond's                     approval of an incentive stock option plan for its employees, consultants and
                    directors and in accordance                     with the terms thereof, the Company shall issue to your benefit, in such
                    case                     that we are awarded                     an NIH                     Grant of at least $1,500,000,  an
                    additional option (the                     "Additional Option"), fully vested, to
                    purchase 55,000 (assuming a 1:1,000 stock                     split effected prior to the investment) of the Company's
                    Ordinary Shares (par                     value                                        NIS 0.0000001 each) of the Company's
                    stock under the Company's Option Plan, at an exercise price                     equal to                     the par value
                    share                     and an aggregate exercise equal to the aggregate per value thereof for all
                    the additional option package (the                     "Additional Options"), Should the amount granted
                    fall below $1,500,000, but no less than $1,000,000, then                     the number of Additional
                    options will be 34,000                     (assuming a 1:1,000 stock split elected prior to the Investment) of the
                    Company's Ordinary Shares (par                     value NIS 0,0000001 each), subject to the terms above, Should the amount
                    granted  fall below                     $1,000,000,                     then the number of Additional options will be
                    23,000                     (assuming a 1:1,000 stock split effected prior to the                         Investment) of the
                    Company's Ordinary Shares                     (par value NIS 0.0000001. etch), subject to the terms above. 





 
  



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The
Company undertakes that the Options and the Additional Options shall be granted to a trustee (and none of the options shall
be granted to you directly, including options that are fully vested upon issuance), in accordance with the provisions of
Section 102 to the Income Tax Ordinance, under the capital gains route, no later than December 31, 2005, if so permitted by
law and pursuant to this letter agreement. Any tax liability relating to the Options and the Additional Options (except for
stamp tax), including, without limitation the qualification of the Options as 102 options under the Israeli Tax Ordinance
-1963, the grant, exercise or sale of shares issued upon exercise thereof, shall be borne by you. In all cases we will make
our best efforts so the Options and Additional Options are granted under the capital gains route and Section 102, as stated
above, subject to law.


 


The Options and the Additional Options
shall not terminate by virtue of alteration or termination of your engagement with the Company for whatever reason. The Options
and the Additional Options shall be granted under the provisions of the Option plan, subject to the terms of this letter.


 


Upon
issuance of any shares underlying the Options or the Additional Options, you will sign a proxy, in a form reasonably agreed
by you, granting all voting power you shall be entitled to, to a person designated by the Company's Board of Directors
who shall vote said shares in accordance with the prorate, distribution of votes so cast, on any given matter. The proxy shall
not limit in any way your right as a shareholder to receive information (including and not limited to shareholders resolutions
in writing and invitations to shareholders meetings) from the Company.


 




As
you are aware, we have been intensively engaging in negotiations an investment in the Company over the last months (the 'Investment"),
The number of the Options and the Additional Options are based on the anticipated cap table of the Company after the Investment
a copy of which was provided to your counsel.






 


Once
again, on behalf of the Company we want to take this time to thank you for your crucial assistance, involvement and contribution,
We look forward to working with you.


 





	 	Sincerely yours,
	 	 
	 	/s/ Ron Babecoff
	 	BiondVex Pharmaceuticals Ltd.






 





AGREED AND ACCEPTED:





 





	Name: Prof, Ruth Arnon
	Signature: Ruth Arnon
	Date: 7.2.05









 


 



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APPENDIX
A


 


 


This Undertaking
(the “Undertaking”) is executed as of the ___ day of February 2005, by Prof. Ruth Arnon, residing
at [________], [________] (the "Undersigned").


 


WHEREAS the Undersigned will
provide services as Head of the Scientific Advisory Board of BiondVax Pharmaceuticals Ltd, and other affiliated entities
and subsidiaries of the Company (in this undertaking the “Company”) in accordance with the Letter of Appointment
of an even date herewith to which this Undertaking is attached (the "Services");


 


NOW, THEREFORE,
in connection with the Services, the Undersigned undertakes as follows:


 


		1.	The Undersigned
shall perform the Services to the extent reasonably permitted by her professional obligations in the Weizmann Institute of Science
and shall not devote more than one day per week in order to provide said Services.
	 	 	 



		2.	The
                                         Undersigned further acknowledges and agrees that she will have access to confidential
                                         and proprietary information of the Company, including without limitation, patents, copyrights,
                                         trade secrets, processes, data and know-how, improvements, inventions, techniques, products
                                         technologies, research, technical or financial information of the Company, whether oral
                                         or in writing (collectively, the "Proprietary Information"). Proprietary
                                         Information shall not include any information or knowledge which: (a) in the possession
                                         of the Undersigned prior to the date hereof (b) Is or subsequently becomes part of the
                                         public domain through no fault of the Undersigned; (c) was developed by the undersigned
                                         independently without use of the Confidential information; (d) is received by
                                         the undersigned from a third party who is not under a confidential obligation with respect
                                         to such information; or (e) is required by law to be disclosed, provided however that
                                         the Undersigned has provided prompt written notice thereof. The Undersigned shall comply
                                         with any applicable protective order or equivalent issued pursuant thereto.
	 	 	 



		3.	The Undersigned shall not disclose any Proprietary Information (as
                                                              defined) obtained by the Undersigned while providing the Services to the Company, to any person or entity, without the
                                                              prior written consent of the Company.
	 	 	 



		4.	Subject to section
6 below, The Undersigned agrees that all Proprietary information shall be the Company's sole property and shall be returned by
the Undersigned to the Company upon termination of the Undersigned's services or at any other time at the request of the Company.



 





	 	5.	Disclosure
                                         of All Inventions; The Undersigned undertakes that during term of her engagement
                                         by the Company and for a period of twelve (12) months thereafter, the Undersigned
                                         promptly disclose to the Company, or any persons designated by it, all information, improvements,
                                         inventions, formulas, processes, techniques,know-how and data, whether or not patentable,
                                         made or conceived or reduced to practice or learned by the undersigned, either alone
                                         or jointly with others, as a direct result of the performance of the Services to the Company,
                                         including for the sake of clarity in the fulfillment of her responsibilities as the
                                         Head of the company's Scientific Advisory Board, (all such information, improvements, inventions,
                                         formulas, processes, techniques, know-how, and data are hereinafter
                                         referred to as the “Inventions”).






 


 



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	 	6.	Rights
                                         in Company Inventions: It is acknowledged. and accepted that any inventions, variations,
                                         improvements or
                                         ideas made or developed by the Undersigned in the performance of the Consulting Services
                                         for the Company during the term of the Undersigned's affiliation with the Weizmann Institute
                                         (the "New information") shall vest exclusively with Yeda Research and Development
                                         Company Ltd; end shall be deemed, for all intents and purposes, to be Licensed Information
                                         within the meaning of such term in the License Agreement between the Company and Yeda.
                                         Dated 31.7. 2003 (the "License Agreement") and shall be governed by the terms
                                         and conditions of the License Agreement and all amendments thereto subject to such consequential
                                         amendments to the said License Agreement as may be required such that the New Information
                                         shall also be deemed  to be License Information as defined under the License Agreement. 





 


	 	7.	The
provisions of this Undertaking shall survive the termination of the Undersigned's services or engagement by the Company. This
Undertaking shall be governed by and construed in accordance with the laws of the State of Israel (excluding conflicts of law
principles). 





 


	 	Signature:	/s/ Ruth Arnon	 
	 	Name:	Prof. Ruth Arnon	 


 





		 	/s/ Ron Babecoff
	 	 	BiondVax Pharmaceuticals Ltd.
	 	 	Name:	Row Babecoff
	 	 	Tittle:	CEO & President
	 	 	Date:	2/2/05


 


Confirmation


 





We,
the undersigned, Yeda Research and Development Company Ltd. confirm that we have read the above Undertaking and that it is acceptable
to us. However, we are not a party to the  above Undertaking and do not accept any responsibility for or guarantee performance
thereof by Prof. Ruth Arnon.


 


Notwithstanding
the a foregoing, in the event that any 'New Information (as defined in the above Undertaking) is made, developed, or discovered
as provided in clause 6 of the above Undertaking we agree that the License granted to the Company by Yeda under the License Agreement
shall apply to any use of such New Information subject to Such consequential amendments to the said License Agreement as may be
required such that the New Information shall also be deemed to be Licensed Information as defined under the License Agreement
and all amendments thereto. 





	 	 	 	 
	 	Issac Shariv	 	Prof. Haim Garty
	 	/s/ Issac Shariv	 	/s/  Haim Garty
	 	C.E.O	 	Chairman 



 


Yeda Research and Development
Company Limited


  




  


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