Exhibit 10.1


 


Employment
Agreement


 


THIS
AGREEMENT is entered into as of February 1st, 2016, by and between MBcure Ltd., an Israeli Company (the “Company”) and Mr.
Jonathan Solomon, Israeli ID No. 017745555 of 7
Mordechai.St., Mayer Tel Aviv, Israel (the “Employee”).


 


		WHEREAS:	The
Company was established as a project company to participate in the biotechnological incubator established by FutuRx Ltd (the “Incubator”).



 


		WHEREAS:	The
Company desires to employ the Employee in the position of Director until such time that the Company raises 10M$ (on top of Incubator
base funding of NIS 8.1M and additional funding by OrbiMed, TVI and JJDC of $0.96M), and as CEO thereafter and the Employee desires to
enter into such employment, on the terms and conditions hereinafter set forth (the “Position”).



 


NOW,
THEREFORE the parties agree as follows:


 


1. Employment


 


(a) The
Employee shall be employed by the Company in the Position commencing as of February 1st 2016, (the “Commencement
Date”). The Employee shall be under the direct supervision of and comply with the directives of the Company’s Board of
Directors (the “Board”) as reflected in the resolutions, minutes or written consents of the Board and shall also be
subject to certain obligations toward the Incubator as further detailed below. The Employee shall perform the duties, undertake the responsibilities
and exercise the authority as determined from time to time by the Board and as customarily performed, undertaken and exercised by persons
situated in a similar capacity. The Employee’s duties and responsibilities hereunder may also include other services performed
for the Incubator.


 


(b) During
the course of his employment with the Company, the Employee shall honestly, diligently, skillfully and faithfully serve the Company.
Within the context of the Employee’s engagement with the Company, the Employee undertakes to devote all his efforts and the best
of his qualifications and skills to promoting the business and affairs of the Company, and further undertakes to loyally and fully comply
with the decisions of the Board. The Employee shall at all times act in a manner suitable of his position and status in the Company.


 


(c) The
Employee acknowledges that the Company is currently a project company in the Incubator and has executed and agrees to be bound by the
undertakings detailed in Schedule A hereto.


 


(d) The
Employee undertakes to promptly notify the Company, the Board and the chief executive officer of the Incubator regarding any matter or
subject in respect of which he has a personal interest and/or which might create a conflict of interest with his position in the Company.
Without derogating from the above, subject to the express prior written consent of the Board which may be granted or revoked from time
to time, the Employee may serve, as an advisor, director or other capacity to other parties, provided that such engagement do not conflict
with his obligations under this Agreement and are not made to competitors of the Company.


 


(e) Subject
to Section 1(d) above, excluding periods of vacation, military reserve duty and sick leave to which the Employee is entitled, the Employee
agrees to devote attention and reasonable time to the business and affairs of the Company as required to discharge the responsibilities
assigned to the Employee hereunder.


 






     


     


    

 


(f) The
Employee shall be employed on a full-time basis and shall work no less than 43 hours per week. The Employee shall work no less than 8.6
hours per day on average Sunday through Thursday. The Employee will also work outside of regular working hours and outside of regular
working days, as may be required by the Company from time to time. With respect to the Employee’s work during overtime hours, the
Employee will be entitled to the Overtime Payment for forty (40) global work hours per month. The Employee must obtain the Company’s
prior approval for work in excess of such quota of extra hours and notify the Company in writing in the event this average quota is exceeded.


 


(g) The
Employee hereby represents and undertakes to the Company all of the following:


 


 (i) All information supplied on the Employee’s employment application or resume is true and complete.




 


(ii) There
are no other undertakings or agreements preventing the Employee from making the commitments described herein and performing his obligations
under this Agreement.


 


(iii) To
the best of the Employee’s knowledge, the Employee is not currently, nor will by entering into this agreement be deemed to be,
in breach of any of the Employee’s obligations towards any former employer, including without limitation, any non-competition or
confidentiality undertakings.


 


(iv) In
carrying out the Employee’s duties under this agreement, the Employee shall act in accordance with his authority and pursuant to
the instructions given by the Board, and shall not make any representations or make any commitments on behalf of the Company, except
as expressly and in advance authorized so to do.


 


(v) The
Employee acknowledges and agrees that the Company is entitled to conduct inspections within the Company’s offices and on the Company’s
computers, including inspections of electronic mail transmissions, internet usage and inspections of their content. For the avoidance
of any doubt, it is hereby clarified that any such examination’s findings shall be the Company’s sole property. The Employee
acknowledges and agrees that any messages and data sent from, received by, or stored in or upon the Company’s computers and communications
systems are the sole property of the Company, regardless of the form and/or content of these messages and data. The Employee should not
consider messages and data sent from, received by, or stored in or upon the Company’s computer and communications systems to be
private and should not send, receive, or store sensitive personal or private information using these systems. The Employee is deemed
to have consented to any reasonable use, transfer and disclosure of all messages and data contained or sent via the Company’s computer
and communications systems, including electronic mail. The Employee shall fully comply with the Company’s policies regarding computer
and network, as may be in effect from time to time, as set forth on the Company’s intranet. Notwithstanding the above, Employee may keep
a personal folder of reasonable size for storage of personal files and information, which shall remain employees’ private information.


 


(vi) The
Employee grants consent to the Company and its affiliates, and its/their employees, wherever they may be located, to utilize and process
the Employee’s personal work related information, including data collected by the Company for purposes related to the Employee’s
employment. This may include transfer of the Employee’s personnel records outside of Israel and further transfers thereafter. All
personnel records are considered confidential and access will be limited and restricted to individuals with need to know or process that
information for purposes relating to your employment only, such as management teams and human resource personnel. The Company may share
personnel records as needed solely for such purposes with third parties assisting human resources administration.


 






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2.
Salary




 


(a) The
Company agrees to pay or cause to be paid to the Employee during the term of this Agreement a gross salary of NIS 48,000 (Forty Eight
Thousand New Israeli Shekels) per month (the “Base Salary”), subject to 3(c) below. Because the Employee may be required
to work outside of regular working hours and outside of regular working days as stated above in Section 1(f), the Company agrees to pay
to the Employee a gross payment of NIS 12,000 (Twelve Thousand New Israeli Shekels) per month (the “Overtime Payment”)
on account of all such hours.


 


The
Base Salary together with the Overtime Payment (as applicable) shall constitute the “Salary” for purposes of this
Agreement.


 


(b) The
Salary will be paid no later than the 9th day of each month, one month in arrears, after deduction of any and all taxes and
charges applicable to Employee as may be in effect or which may hereafter be enacted or required by law. Employee shall notify the Company
of any change that may affect Employee’s tax liability.


 


(c) Upon
nomination to CEO the Base Salary and Overtime Payment will increase to NIS 64,000 (Sixty Four Thousand New Israeli Shekels) and NIS
16,000 (Sixteen Thousand New Israeli Shekels) respectively.


 


3.
Employee Benefits




 


 (a) The Employee shall be entitled to the following benefits:




 


(i) Pension
Plan. The Company will pay to (unless agreed otherwise by the parties) an insurance company or a pension fund, subject to the Employee’s
decision, for the Employee, an amount equal to 8.33% of the Salary, which shall be allocated to a fund for severance pay, and an additional
amount equal to 5% of the Salary in case the Employee is insured through an insurance policy, or 6% in case the Employee is insured through
a pension fund, which shall be allocated to a provident fund or pension plan. In addition, the Company will deduct from the Salary an
amount equal to 5% of the Employee’s Salary in case the Employee is insured by an insurance policy (or 5.5% in case of a pension
plan), which shall constitute the Employee’s contribution to the insurance premium for the provident fund or pension plan. In case the
Employee chooses to allocate his pension payments to an insurance policy (and not a pension fund), the Company will also contribute an
amount of up to 2.5% of the Salary insured in such insurance policy for disability insurance in a policy and/or insurance company to
be chosen by the Company, provided that such insurance is available for the Employee.


 


The
Employee hereby agrees and acknowledges that all of the payments that the Company shall make to the abovementioned pension plan shall
be instead of any severance pay to which the Employee or Employee’s successors shall be entitled to receive from the Company with
respect to the salary from which these payments were made and the period during which they were made (the “Termination Salary”),
in accordance with Section 14 of the Severance Pay Law 5723-1963 (the “Law”). The parties hereby adopt the General
Approval of the Minister of Labor and Welfare, published in the Official Publications Gazette No. 4659 on June 30, 1998, attached hereto
as Schedule C. The Company hereby waives in advance any claim it has or may have to be refunded any of the payments made to the
manager’s insurance policy, or pension fund, unless (1) the Employee’s right to severance pay is invalidated by a court ruling
on the basis of Sections 16 or 17 of the Law (and in such case only to the extent it is invalidated), or (2) the Employee withdrew funds
from the manager’s insurance policy for reasons other than an “Entitling Event” without first informing the Company
of his intention to do so. An “Entitling Event” means death, disability or retirement at the age of 60 or more.


 






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(ii) Educational
Fund (“Keren Hishtalmut”). The Company will contribute to a recognized educational fund an amount equal to 7.5%
of each monthly payment of the Salary, and will deduct from each monthly payment and contribute to such education fund an additional
amount equal to 2.5% of each such month’s Salary; provided that any deductions that exceed the amounts which are exempt pursuant
to the Income Tax Ordinance shall be deemed as ordinary income for tax purposes.


 


(iii) All
payments to the pension plans and educational fund will be made through the Company’s insurance agent, and are subject to Company’s
policy as will be updated from time to time.


 


(iv) Sick
Leave. The Employee will be entitled to sick leave payment from the first day of absence and up to a maximum of eighteen days. It
is hereby clarified, that to the extent the Employee is entitled to payments under the Employee’s managers insurance policy and/or
disability insurance, such payments will be in lieu of the payment of sick leave payments the Company will be entitled to pay under applicable
law.


 


(v) Vacation.
The Employee shall be entitled to an annual vacation of 22 working days at full pay (based upon a full time position). A “working
day” shall mean Sunday to Thursday inclusive, and Saturday shall be the weekly day of rest of the Employee. The dates of vacation
will be coordinated between the Employee and the Company. The Company may require the Employee to take vacation leave in accordance with
applicable law. The Employee must take at least 7 consecutive vacation days (of which only 5 need to be working days) per calendar year.
The Employee may transfer up to 5 vacation days from year to year; provided, that (i) in the event that the OCS (as defined in
Schedule A) decides to discontinue funding of the Company at any time prior to the lapse of a three year period, such accumulated vacation
days shall be forfeited; and (ii) redemption of vacation days will not be permitted in any case. Any unused vacation days beyond this
limit will be forfeited, subject to applicable law.


 


(vi) Recuperation
Pay (“dme’i havra’a”). The Employee shall be entitled to recuperation pay as required by law, which
shall be paid on a monthly basis.


 


(vii) Transportation
Costs. The Employee will be entitled to Company related car maintenance and transportation expenses of NIS 2,000 per month. It is
hereby clarified that any and all tax consequences resulting from this benefit shall be borne solely by Employee.


 


(viii) Options.
The Company has adopted a share incentive plan, which is attached hereto as Exhibit A (the “Plan”).
On the date of execution of this Agreement, the Company and the Employee shall enter into the Option agreement substantially in the form
attached hereto as Exhibit B. Under Exhibit B, the Employee shall be entitled to receive options to purchase 69,257 ordinary
shares of the Company, nominal value NIS 0.01 each, reflecting 5.0% of the Company’s share capital on a fully diluted basis on
the Effective Date (the “Initial Grant”).. The Company shall grant the Employee additional options, in such number
that with the Initial Grant shall equal 5% of the Company’s share capital on a fully diluted basis after the closing of a funding
of up to of $ 10,000,000 (ten million US dollars) including FutuRx Investment Amount, Supplemental Financing Amount and First Equity
Financing (the “Second Grant”), and the options granted included in the Initial Grant and the Second Grant shall be
referred to as the “Options”). The Options shall be granted in accordance with the terms of the Plan. The exercise
price of the Options shall equal to the fair market value of the underlying share measured at the date of grant as the Board shall determine
in good faith at the time of Initial Grant and Second Grant, respectively. Vesting schedule: 4% according to the Plan and 1% upon nomination
as CEO, provided that the $10M raised are at a pre-money valuation of no less than $12M. To avoid doubt, no disbursements shall be made
to Pension Plan and/or Managers Insurance with respect to any grant of options or any other performance based compensation contemplated
herein, and such performance based compensation shall not be deemed a portion of the Employee’s Salary for any purpose,
including without limitation, when calculating the Employee’s entitlement to severance pay or other amounts payable upon termination
of the Employee’s employment.


 






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The
Company hereby confirms and represents that all corporate actions in connection with approving the Initial Grant and the Second Grant
have been duly adopted, including, without limitation – obtaining Board and Shareholder approval, adopting the Plan and entry into
the appropriate option agreement.


 


 4. Expenses.




 


The
Employee shall be entitled to receive reimbursement, on a monthly basis, of all direct expenses reasonably incurred by his in connection
with the performance of his duties hereunder subject to the Company’s expense reimbursement policy, as determined by the Board
and in effect from time to time, and in accordance with OCS regulations, provided that written receipts are produced for the same and
approved by the Company.


 


 5. Term and Termination




 


(a) The
term of employment under this Agreement will begin as of the Commencement Date and will continue unless either party gives the other
party sixty (60) days prior written notice of termination of this Agreement, provided that once the Employee is nominated as the CEO,
such term shall extend to ninety (90) days prior written notice of termination of this Agreement (the “Advance Notice Period”),
and further provided that such termination is without Cause (as defined below) (the “Term”).


 


In
addition, the Company, by resolution of the Board, shall have the right to terminate this Agreement at any time by written notice with
Cause (as defined below). In such event, this Agreement and the employment relationship shall be deemed effectively terminated as of
the time of delivery of such notice.


 


The
term “Cause” shall mean (a) Employee’s conviction of a crime of moral turpitude, (b)a material breach of the Employee’s
fiduciary duties towards the Company or its parent company, including theft, embezzlement, or self-dealing, (b) engagement in competing
activities, or a material breach of the Employee’s confidentiality and non-disclosure obligations towards the Company or its parent
company; (c) a material breach of this Agreement by the Employee which is not cured (if curable) within seven (7) days after receipt
of written notice thereof; or (d) any other circumstances under which severance pay (or part of them) may be denied from the Employee
upon termination of employment under the applicable Israeli law.


 


(b) In
the event that the Company terminates the Employee’s employment in its discretion after providing advance written notice to the
Employee under sub-section (a) above, then during such period, the Employee shall be entitled to compensation pursuant to Sections 2
and 3 hereof (or their cash equivalent).


 


(c) In
any event of the termination of this Agreement, the Employee shall immediately return all Company property, equipment, materials and
documents and the Employee shall cooperate with the Company and use the Employee’s best efforts to assist with the integration
into the Company’s organization of the person or persons who will assume the Employee’s responsibilities. At the option of
the Company, the Employee shall during such period either continue with his duties or remain absent from the premises of the Company.
Under no circumstances will the Employee have a lien over any property provided by or belonging to the Company.


 


(d) Notwithstanding
anything contained herein to the contrary, the Company in its sole discretion shall have the right to terminate the employment relationship
with immediate effect or prior to the end of the notice period set forth in subsection (a) above provided it shall be required to pay
the Employee his remuneration under Section 2 and 3 above as if the Employee continued to provide services under this Agreement during
the notice period.


 






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 6. Confidentiality; Proprietary Rights




 


The
Employee has executed and agrees to be bound by the provisions governing confidentiality, proprietary rights and non-competition contained
in Schedule B to this Agreement, which provisions will survive termination of this Agreement for any reason.


 


 7. Successors and Assigns




 


(a) This
Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns.


 


(b) Neither
this Agreement nor any right or interest hereunder shall be assignable or transferable by the Employee, his beneficiaries or legal representatives,
except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s
legal personal representative.


 


 8. Notices




 


For
the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be deemed to have been duly given
when personally delivered or sent by registered mail, postage prepaid, addressed to the respective addresses set forth below or last
given by each party to the other. All notices and communications shall be deemed to have been received on the date of delivery thereof,
except that notice of change of address shall be effective only upon receipt.


 


The
initial addresses of the parties for purposes of this Agreement shall be as follows:


 


The
Company: 2 Ilan Ramon st. Ness Ziona


 


The
Employee: At his address in the preamble.


 


 9. Miscellaneous




 


No
provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition of this Agreement 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. No agreement or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.


 


 10. Governing Law




 


This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel.


 


 11. Severability




 


In
the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction,
the remainder of this Agreement, and the application of such provision in any other circumstances, shall not be affected thereby, and
the unenforceable provision enforced to the maximum extent permissible under law, or otherwise shall be replaced by an enforceable provision
that most nearly approximates the intent of the unenforceable provision.


 


 12. Entire Agreement




 


This
Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements,
oral or written, between the parties hereto with respect to the subject matter hereof.


 


This
Agreement is a personal and specific employment agreement, which formalizes the relations between the Company and the Employee, and
which sets forth, in an exclusive and exhaustive manner, the Employee’s terms of employment by the Company. The Employee
affirms that in the framework of this Employment Agreement she is awarded preferential rights, and the parties therefore affirm that
no customs, conventions, norms, agreements or other arrangements, if and when applicable, shall apply to the Employee. It is
clarified that the Employee shall not be entitled to any payment, right and/or benefit not explicitly detailed in this Agreement,
including any payments, benefits or rights to which other employees of the Company are entitled to (if any) or any benefits the
Employee received from any former employer, other than as mandated by applicable law.


 






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The
Employee acknowledges and confirms that all terms of Employee’s employment are personal and confidential, and undertakes to keep such
term in confidence and refrain from disclosing such terms to any third party.


 


This
Agreement and its annexes and exhibits constitute notice to the Employee pursuant to the Notice to Employee (Employment Terms) Law –
2002.


 


13.
Company representations and undertakings




 


The
Company hereby represents and warrants to the Employee that this Agreement, prior to its execution by the Company, has been duly approved
by its Board of Directors and the General Meeting of its Shareholders to the extent required to be a valid, binding and enforceable obligation
of the Company. The Company hereby represents that at the time of entry into this Agreement the Employee shall have been duly elected
as a member of the Board of Directors of the Company. The Company hereby represents that this Agreement is made in compliance with any
other obligation the Company is subject to, including, without limitation, any rule, regulation or other requirement of the Office of
Chief Scientist.


 


The
Company acknowledges that the Employee has entered into this Agreement, and made certain concessions, because the Company is part of
the Incubator and is subject to certain limitations on compensation and otherwise.


 


*          *           *


 


IN
WITNESS WHEREOF:


 


	MBcure Ltd.	 	 
	 	 	 	 
	By:	/s/ Einat Zisman	 	/s/ Jonathan Solomon


	Name:	Einat Zisman	 	Jonathan Solomon
	Title:	Director	 	 


	Date:	July 10, 2016	 	Dated: July 10, 2016





 


	/s/ Moshe Talbi	 
	Moshe Talbi, CFO	 
	FutuRx Ltd.	 



 










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SCHEDULE
A


 


INCUBATOR
UNDERTAKING


 


I
acknowledge that MBcure is a project company participating in the biotechnological incubator pursuant to Directive 8.22 of the Director
General of the Israeli Ministry of Economy (“Directive 8.22” or the “Directive”) and is therefore
subject to applicable laws and rules promulgated by the Office of the Chief Scientist at the Israeli Ministry of the Economy (the “OCS”),
including, without limitation, the Encouragement of Research and Development Law, 1984, (the “R&D Law”) and the
Guidelines for the Technological Incubators Program (together, the “OCS Rules and Regulations”). I hereby agree, as
a condition of my employment, as follows:


 


		1.	I
hereby confirm that I have had a chance to review the OCS Rules and Regulations, including, without limitation, Directive 8.22., and
have been able to seek counsel with regard to such OCS Rules and Regulations. I hereby represent that I am familiar with the OCS Rules
and Regulations applicable to a company participating in a biotechnological incubator established pursuant to the Directive.



 


		2.	I
                                            hereby undertake to exert best efforts to ensure that the Company is in full compliance with
                                            any and all OCS Rules and Regulations and any additional instructions or guidelines received
                                            from the OCS, including, without limitations, any conditions or obligations set out in the
                                            letter of approval provided to the Company and to the Incubator from the OCS in the context
                                            of receiving OCS funding.



 


		3.	I
                                            hereby undertake to ensure that the Company prepares, submits and delivers to the OCS and/or
                                            to the Incubator, financial, periodic and immediate reports as required by the OCS Rules
                                            and Regulations or otherwise by the Incubator, including, without limitation: (i) a quarterly
                                            financial reports in the form defined by the OCS; and (ii) bi-annual substantive reports.



 


		4.	I
                                            further undertake to fully cooperate with the OCS and with the Incubator, and upon their
                                            request to deliver to them an ongoing report of any matters pertaining to the Company and
                                            to the Company’s obligations towards the OCS and towards the Incubator.



 


		5.	I
                                            hereby acknowledge that a failure to comply with OCS Rules and Regulations may result in
                                            the levying of fines or other penalties against the Company and/or the Incubator and further
                                            acknowledge that supervising the Company’s activities and ensuring compliance with
                                            OCS Rules and Regulations is an important and integral part of my responsibility as CEO of
                                            the Company.



 


		6.	I
                                            hereby agree that in the event that fines or other penalties are levied against the Company
                                            or the Incubator with regard to any deficiency or non-compliance of the Company with OCS
                                            Rules & Regulations during the stay of the Company in the Incubator, where I have been
                                            provided a written notice of such deficiency or non-compliance and did not act to cure it
                                            in a timely manner, I will ensure coverage of all such fines from the Company’s budget
                                            and will set aside enough funding to cover all such payments.



 


		7.	I
                                            hereby further confirm that I have been informed of the Incubator’s standard operating procedures
                                            and I undertake to follow such procedures and instruct the Company’s employees to comply
                                            with such procedures.



 


I
HAVE READ THIS UNDERTAKING CAREFULLY AND UNDERSTAND ITS TERMS. ACCEPTED AND AGREED TO BY:


 


	/s/
    Jonathan Solomon	 	July
    10, 2016
	Jonathan
    Solomon	 	Date


 




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SCHEDULE
B


 


EMPLOYEE
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT


 


I
acknowledge that as a result of my employment, I may develop, receive, or otherwise have access to confidential or proprietary information,
which is of value to MBcure Ltd (together with any affiliate, parent company or subsidiary, the “Company”). I therefore
agree, as a condition of my employment, as follows:


 


1. Nondisclosure.


 


1.1. Recognition
of Company’s Rights; Nondisclosure. At all times during my employment and thereafter, I will hold in strictest confidence and
will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (as defined below), except as such
disclosure, use or publication may be required in connection with my work for the Company. I will obtain the Company’s written approval
before publishing or submitting for publication any material (written, verbal, or otherwise) that relates and/or incorporates any Company’s
Proprietary Information. I hereby irrevocably assign to the Company, without any further royalty or payment, any rights I may acquire
in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns.


 


1.2. Proprietary
Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge,
data or information of the Company. By way of illustration but not limitation, “Proprietary Information” includes
(a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship,
know-how, improvements, discoveries, developments, designs and techniques including such developed by me during my employment or in the
course of my engagement with the Company (prior to the commencement of my employment) in the Company’s field of business, research
or development (excluding inventions not assignable under Section 2.4), (hereinafter collectively referred to as “Inventions”);
and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished
financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation
of other employees of the Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information
which is generally known in the trade or industry, which is not gained as result of a breach of this Agreement, to whatever extent and
in whichever way I wish. Without derogating from the above, Proprietary Information shall not include, and the obligations contained
herein shall not apply to information, which was publicly available prior to any disclosure by Company, or subsequently becomes public
information through no breach of this Agreement; or was received by me without restriction, from a third party that was lawfully in possession
of such information, and was not in breach of any agreement or confidential relationship with the Company.


 


1.3. Third
Party Information. I understand, in addition, that the Company has received and in the future will receive from third parties confidential
or proprietary information (the “Third Party Information”) subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter,
I will hold such Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who
need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company,
Third Party Information unless expressly authorized by an officer of the Company in writing. However, before nomination as CEO, my obligation
will be subject to the Company informing me that such information is Third Party Information.


 






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1.4. FutuRx
Incubator. I further understand that the Company is a project company under the auspices of the incubator program of FutuRx Ltd.,
a bio-technological incubator operating with the support of the Office of the Chief Scientist, and accordingly the Company operates in
facilities, including offices and laboratory facilities shared with other project companies of FutuRx (“Other Project Companies”).
As a result, there is an increased risk that individuals not associated with the Company may be exposed to or have access to Proprietary
Information and conversely, I may be exposed to or have access to Third Party Information and/or confidential or proprietary information
of Other Project Companies. I hereby confirm and acknowledge that the special circumstances of the Company’s workplace will not
in any manner detract from my obligations hereunder to maintain the confidentiality and integrity of Proprietary Information and Third
Party Information as well as confidential information and business activities of Other Project Companies, which under no circumstances
will be deemed to be public knowledge solely as a result of use or disclosure in FutuRx’s facilities, and that I must maintain
a higher level of diligence in such circumstances to ensure compliance with my obligations and undertakings hereunder. It is further
clarified that said confidentiality obligation with respect to Other Project Companies information shall apply, among others, also to
shareholders and Board members of the Company not involved in such Other Project Companies. I further acknowledge and agree that my failure
to maintain the highest level of confidentiality regarding such information in such circumstances will be grounds for disciplinary actions,
including without limitation, dismissal for “Cause”.


 


1.5. No
Improper Use of Information of Prior Employers and Others. During my employment by the Company, I will not improperly use or disclose
any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality,
and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any
other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person.


 


2. Acknowledgement
of Ownership; Assignment of Inventions.


 


2.1. Proprietary
Rights. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work, design, and other intellectual
property rights throughout the world.


 


2.2. Disclosure
of Inventions. I will promptly disclose in writing to the Company all Inventions, made or discovered or conceived or reduced to practice
or developed by me, either alone or jointly with others, during the term of and during the course of my employment. I will also disclose
to the Company all Inventions made, discovered, conceived, reduced to practice, or developed by me within three (3) months after the
termination of my employment with the Company which resulted, in whole or in part, from my prior employment by the Company. Such disclosures
shall be received by the Company in confidence, to the extent such Inventions are not assigned to the Company pursuant to this Agreement.


 


2.3. Assignment
of Inventions. Subject to Sections 2.4, I hereby assign and agree to assign in the future (when any such Inventions, with regard
to which I have a disclosure obligation under Section 2.2 above, or Proprietary Rights are first reduced to practice or first fixed in
a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions whether or not patentable
or registrable under copyright or other statutes, made or conceived or reduced to practice or learned by me, either alone or jointly
with others, during the period of my employment and as part of the course of my employment with the Company or otherwise relating to
the business, products, services, or research and development of the Company. Inventions assigned to the Company, or to a third party
as directed by the Company pursuant to this Section 2, are hereinafter referred to as “Company Inventions”.


 


2.4. Non-assignable
Inventions. This Agreement does not require assignment of any invention which was developed entirely on my own time without using
the Company’s equipment, supplies, facilities, or Proprietary Information and which is not related to the Company’s actual business,
research or development. In addition, the Agreement will not apply with respect to inventions, if any, that were reduced to practice,
made or conceived by the undersigned not in connection with the undersigned relationship with the Company and have been fully disclosed
to the Company prior to my engagement with the Company (“Excluded Inventions”). All Excluded Inventions existing as
of the date hereof are listed in Exhibit 1 hereto.


 






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2.5. Government
or Third Party. I also agree to assign all my right, title and interest in and to any particular Company Invention to any third
party, including without limitation government agency, as directed by the Company.


 


2.6. Works
Made for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the
scope of my employment and which are protectable by copyright are the sole property of the Company pursuant to applicable copyright law.


 


2.7. Assignment
or Waiver of Moral Rights. Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes
all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral
rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and
to the extent the following is allowed by the laws in the various countries where Moral Rights exist, and to the extent that this Agreement
would otherwise require the assignment of such rights, I hereby waive such Moral Rights and consent to any action of the Company that
would violate such Moral Rights in the absence of such consent insomuch as it is otherwise required by this Agreement.


 


2.8. Enforcement
of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, any Proprietary Rights
relating to Company Inventions in any and all countries. To that end, I will, at the Company’s expense, execute, verify and deliver
such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying
for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will,
at the Company’s expense, execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My
obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall
continue beyond the termination of my employment throughout the term of the Proprietary Rights, but the Company shall then compensate
me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.


 


2.9. Service
Inventions.


 


a) For
the removal of any doubt, Sections 2.2, 2.3 and 2.5 above will apply to any “Service Inventions” as defined in the Israeli
Patent Law, 1967 (the “Patent Law”), it being clarified that under no circumstances will I be deemed to have any proprietary
right in any such Service Invention, which belongs to the Company hereunder, notwithstanding the provision or non-provision of any notice
of an invention and/or company response to any such notice, under Section 132(b) of the Patent Law. This agreement is expressly intended
to be an agreement with regard to the terms and conditions of consideration for Service Inventions in accordance with Section 134 of
the Patent Law.


 


b) I
acknowledge and agree that I will not be entitled to additional royalties, consideration or other payments with regard to such Inventions
that I am obligated to assign to the Company hereunder, including Company Inventions, Service Inventions or any of the relevant intellectual
property rights set forth above that I am obligated to assign to the Company under the relevant provisions, including any commercialization
of such Company Inventions, Service Inventions or other intellectual property rights, and do hereby explicitly, irrevocably and unconditionally
waive the right to receive any such additional royalties, consideration or other payments from the Company for such assignments required
hereunder. I agree that my role with the Company expressly entails and may in the future entail generation of “Service Inventions”.
Without derogating from the aforesaid, it is hereby clarified that the level of my compensation and consideration has been established
based upon the aforementioned waiver of rights to receive any such additional royalties, consideration or other payments, and that my
compensation as an employee of the Company includes full and final compensation and consideration to which I may be entitled under law
with respect to any Prior Inventions, Company Inventions, Service Inventions or any of the intellectual property rights set forth above.


 






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2.10. Records.
I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be
required by the Company) of all of the Company’s Proprietary Information developed by me and all of the Company’s Inventions made by
me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company
at all times.


 


3. Non-compete,
Non-conflict.


 


3.1. Competitive
Activities. I agree that, during the period of my employment with the Company and for a period of twelve (12) months thereafter,
I will not, directly or indirectly, engage in any employment or business activity, or hold an interest in any business, which is competitive
with the business of the Company, provided, however, that I may purchase or otherwise acquire up to (but not more than) two percent (2%)
of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities
are listed on any national or regional securities exchange. I further agree that for the period of my employment by the Company and for
a period of twenty four (24) months thereafter, I will not induce any employee of the Company to leave the employ of the Company, and
will not induce any customer, client and/or supplier of the Company to cease or limit its business relationships with the Company.


 


3.2. No
Conflicting Obligation. I represent that my performance of all the terms of this Agreement and as an employee of the Company does
not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment
by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.


 


4. Return
of Company Documents. When I leave the employ of the Company, I will promptly deliver to the Company any and all drawings, notes,
memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing
any Company Inventions, Third Party Information or Proprietary Information of the Company.


 


5. Notification
of New Employer. In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer
of my rights and obligations under this Agreement.


 


6. General
Provisions.


 


6.1. Severability.
In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more
of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable
law as it shall then appear.


 


6.2. Successors
and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be
for the benefit of the Company, its successors, and its assigns.


 


6.3. Survival.
The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to
any successor in interest or other assignee.


 






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6.4. Waiver.
No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company
of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice
to enforce strict adherence to all terms of this Agreement.


 


6.5. Entire
Agreement. The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed,
or am in the future employed, by the Company as an employee or consultant if no other agreement governs nondisclosure and assignment
of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject
matter hereof and supersedes and merges all prior discussions or agreements between us with respect to the subject matter hereof. No
modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing
and signed by both parties hereto. Any subsequent change or changes in my duties, salary or compensation will not affect the validity
or scope of this Agreement.


 


6.6. Governing
Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Israel, without giving effect
to the rules respecting conflict-of-law.


 


6.7. Interpretation.
The provisions herein shall be construed as intended to be supplementary or complementary to each other and not in way to meant to
derogate from or limit one another.


 


I
HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. ACCEPTED AND AGREED TO BY:


  


	/s/
    Jonathan Solomon	 	July
    10, 2016
	Jonathan
    Solomon	 	Date


 




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Exhibit
1


 


LIST
OF PRIOR INVENTIONS


AND
ORIGINAL WORKS OF AUTHORSHIP


EXCLUDED
UNDER SECTION 2.4


 


N/a


 




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SCHEDULE
C


 


General
Order and Confirmation Regarding Payments of Employers to Pension

Funds and Insurance Funds instead of Severance Pay


 


Pursuant
to the power granted to me under section 14 of the Severance Pay Law 5723-1963 (“Law”) I hereby confirm that payments
paid by an employer, commencing the date hereof, to an employee’s comprehensive pension fund into a provident fund which is not
an insurance fund, as defined in the Income Tax Regulations (Registration and Management Rules of a Provident Fund) 5724-1964 (“Pension
Fund”), or to a Manager’s Insurance Fund that includes the possibility of an allowance or a combination of payments to
an Allowance Plan and to a plan which is not an Allowance Plan in an Insurance Fund (“Insurance Fund”), including
payments which the employer paid by combination of payments to a Pension Fund and to an Insurance Fund whether there exists a possibility
in the Insurance Fund to an allowance plan (“Employer Payments”), will replace the severance pay that the employee
is entitled to for the salary and period of which the payments were paid (“Exempt Wages”) if the following conditions
are satisfied:


 


(1) Employer
Payments –


 


(A) for
Pension Funds are not less than 14.33 % of the Exempt Wages or 12% of the Exempt Wages, if the employer pays for her employee an additional
payment on behalf of the severance pay completion for a providence fund or Insurance Fund at the rate of 2.33% of the Exempt Wages. If
an employer does not pay the additional 2.33% on top of the 12%, then the payment will constitute only 72% of the Severance Pay.


 


(B) to
the Insurance Fund are not less that one of the following:


 


(1) 13.33%
of the Exempt Wages if the employer pays the employee additional payments to insure her monthly income in case of work disability, in
a plan approved by the Supervisor of the Capital Market, Insurance and Savings in the Finance Ministry, at the lower of, a rate required
to insure 75% of the Exempt Wages or 2.5% of the Exempt Wages (“Disability Payment”).


 


(2) 11%
of the Exempt Wages if the employer pays an additional Disability Payment and in this case the Employer Payments will constitute only
72% of the employee’s severance pay; if, in addition to the abovementioned sum, the employer pays 2.33% of the Exempt Wages for
the purpose of Severance Pay completion to providence fund or Insurance Funds, the Employer Payments will constitute 100% of the severance
pay.


 


(2) A
written agreement must be made between the employer and employee no later than 3 months after the commencement of the Employer Payments
that includes –


 


(A) the
agreement of the employee to the arrangement pursuant to this confirmation which details the Employer Payments and the name of the Pension
Fund or Insurance Fund; this agreement must include a copy of this confirmation;


 


(B) an
advanced waiver of the employer for any right that she could have to have her payments refunded unless the employee’s right to
severance pay is denied by judgment according to sections 16 or 17 of the Law, and in case the employee withdrew monies from the Pension
Fund or Insurance Fund not for an Approved Event; for this matter, Approved Event or purpose means death, disablement or retirement at
the age of 60 or over.


 


(3) This
confirmation does not derogate from the employee’s entitlement to severance pay according to the Law, Collective Agreement, Extension
Order or personal employment agreement, for any salary above the Exempt Wages.


 




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Exhibit
A


 


Incentive
Option Plan


 


[Omitted]


 




    - 16 -


     


    

  


Exhibit
B


 


Option
Agreement


 
[Omitted]


 


 


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