Nevada
(State
or other jurisdiction
of
incorporation)
|
000-50298
(Commission
File Number)
|
98-0376008
(IRS
Employer
Identification
No.)
|
ITEM
1.01
|
Entry
into a Material Definitive
Agreement.
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
ITEM
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS.
|
(c)
|
Exhibits
|
|
10.1
|
Consulting
Agreement by and between Oramed Ltd. and KNRY, Ltd. entered into
as of
July 1, 2008 for the services of Nadav Kidron
|
10.2
|
Consulting
Agreement by and between Oramed Ltd. and KNRY, Ltd. entered into
as of
July 1, 2008 for the services of Miriam Kidron
|
|
|
10.3
|
Oramed
Pharmaceuticals Inc. 2008 Stock Incentive Plan
|
10.4
|
Form
of Notice of Stock Option Award and Stock Option Award
Agreement
|
ORAMED
PHARMACEUTICALS INC.
|
||
|
|
|
Dated:
July 1, 2008
|
By: |
/s/
Nadav Kidron
|
Nadav
Kidron
|
||
President,
CEO and Director
|
WHEREAS |
the
Company wishes to obtain consulting services from the Consultant
to be
provided by Nadav Kidron Israeli I.D. number _______ (“
Nadav
”)
exclusively and the Consultant wishes to provide the Company with
consulting services as an external consultant to the Company
through
Nadav exclusively and pursuant to the terms and conditions of this
Agreement; and
|
WHEREAS |
the
parties wish to regulate their legal relations as set forth in this
Agreement.
|
1.
|
Appointment
-
The Company hereby appoints the Consultant, and the Consultant hereby
agrees to serve the Company through Nadav exclusively, in the capacity
of
a consultant to the Company. For the avoidance of doubt it is hereby
clarified that in the event the Consultant ceases to provide the
Consulting Services (as hereinafter defined) through Nadav exclusively,
the Company shall have the right to terminate this Agreement immediately
upon notification of such termination, without any further
notice.
|
2.
|
The
Consulting Services
-
Until the termination of this Agreement, the Consultant through Nadav
exclusively shall, as and when requested by the Company, act as a
consultant and render his assistance and participation as the President
and Chief Executive Officer
of
the Company and the Company’s US parent (for purposes of this Agreement
both the Company and its parent shall be hereinafter referred to
as: the
“
Company
”),
giving, on a full time basis
the full benefit of his knowledge, expertise, technical skill and
ingenuity, in all matters involved in or relating to the business
thereof
(the “
Consulting
Services
”).
|
3.
|
Supervision
-
While acting as a consultant for the Company through Nadav exclusively,
the Consultant and Nadav shall be under the supervision of the Board
of
Directors of the Company and the Boards of Directors of the Company’s
parent (shall be hereinafter collectively referred to as the “
Board
”),
and shall report to and receive instructions from the Board.
|
4.
|
Commencement
of the Agreement
-
The contractual relationship pursuant to this Agreement commenced
on
August 1, 2007 (the “
Commencement
Date
”).
|
5.
|
Term
-
Either party may terminate this Agreement, for any reason whatsoever,
upon
the provision of a 60 days prior written notice (the "
Prior
Written Notice
").
|
5.1
|
Commission
of a criminal offence, breach of trust or action adverse to the Company,
its monies, property, assets or employees by the Consultant and/or
Nadav.
|
5.2
|
Breach
of any of the Consultant’s and/or Nadav’s undertakings as set forth in
this Agreement.
|
5.3
|
The
Consultant is for any reason unable to provide the Consulting Services
through Nadav exclusively at a reasonable time as required by the
Company
pursuant to this Agreement.
|
6.
|
Compensation
-
Effective from May 2008 (inclusive), the Company shall pay to the
Consultant in consideration for the performance of the Consulting
Services, a gross monthly amount of 50,400 + VAT (the “
Consideration
”),
subject to the receipt by the Company of an invoice from the Consultant.
Each of the Consultant and Nadav hereby declares that neither of
them has,
nor shall have in the future, any claims or demands in respect of
amounts
paid prior to May 2008.
|
7.
|
Reimbursement
of Expenses
-
The Consultant will be reimbursed for any reasonable expenses incurred
in
connection with the performance of the Consulting Services under
this
Agreement subject to the Company’s prior written authorization, and
provided, that, the Consultant submits such verification of the expenses
as the Company may require. The Company will reimburse the Consultant
for
previously approved expenses in accordance with the Company’s then
applicable expense reimbursement
policy
|
8.
|
Company
car
-
In addition to the Consideration, the Company shall provide the Consultant
with leased car of category 4 for the use and maintenance of Nadav,
and
shall forward to the Consultant a payment reflecting the gross up
of the
tax due as a result of the use and maintenance of the car by Nadav.
|
9.
|
Directors'
and Officers' Liability Coverage
.
The Company shall provide the Consultant, for the Benefit of Nadav,
(including his heirs, executors and administrators) with coverage
under a
standard directors' and officers' liability insurance policy at the
Company's expense.
|
10.
|
Notwithstanding
the above, the Company has the right to withhold any amounts from
payments
made to the Consultant under this Agreement, including, inter alia,
the
Consideration, to the extent necessary to comply with any tax law
and any
other laws of the State of Israel.
|
11.
|
Trade
Secrets - Intellectual Property Rights
-
|
11.1
|
Propriety
Information
-
Each of the Consultant and Nadav agrees during the term of this Agreement
and thereafter that it/he will take all steps reasonably necessary
to hold
the Company’s Proprietary Information in trust and confidence, will not
use Proprietary Information in any manner or for any purpose other
than
providing the Company with the Consulting Services, and will not
disclose
any such Proprietary Information to any third party without first
obtaining Company’s express written consent on a case-by-case basis. 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 (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 Company.
|
11.2
|
Third
Party Information
-
Each of the Consultant and Nadav understands that the Company has
received
and will in the future receive from third parties confidential or
proprietary information (“
Third
Party Information
”).
Each of the Consultant and Nadav agrees to hold Third Party Information
in
confidence and not to disclose to anyone (other than Company personnel
who
need to know such information in connection with their work for the
Company) or to use, except in connection with the provision of the
Consulting Services to the Company, Third Party Information unless
expressly authorized in writing by the
Company.
|
11.3
|
Ownership
of Company Work Product
-
As used in this Agreement, the term
“Company
Work Product
”
means any Proprietary
Information
that is solely or jointly conceived, made, reduced to practice, or
learned
by the Consultant and/or Nadav in the course of any Consulting Services
provided to the Company or in connection
therewith.
|
11.4
|
Assistance
-
Each of the Consultant and Nadav agrees to cooperate with the Company
or
its designee(s), both during and after the termination of this Agreement,
in the procurement, maintenance and protection of the Company's rights
in
Company Work Product and to execute, when requested, any other documents
deemed necessary by the Company to carry out the purpose of this
Agreement.
|
12.
|
No
Conflict of Interest
-
Each of the Consultant and Nadav agrees during the term of the Agreement
not to accept any work or enter into any contract or understanding
or
accept an obligation, inconsistent or incompatible with the Consultant’s
and/or Nadav’s obligations under this Agreement or the scope of the
Consulting Services. Each of the Consultant and Nadav warrants that
there
is no other existing contract or duty on the Consultant’s and/or Nadav’s
part inconsistent with this Agreement. Each of the Consultant and
Nadav
further agrees not to disclose to the Company, or induce the Company
to
use any confidential information that belongs to anyone other than
the
Company or the Consultant.
|
13.
|
Independent
Consultant Relationship
-
Each of the Consultant and Nadav hereby declares and undertakes,
that its
relationship with the Company will be that of an independent consultant
and nothing in this Agreement should be construed to create a partnership,
joint venture, or employer-employee relationship between the Company
and
the Consultant and/or Nadav. Each of the Consultant and Nadav agrees,
that
it/he will not be entitled to any of the benefits that the Company
may
make available to its employees, such as group insurance, profit
sharing
or retirement benefits, unless otherwise mentioned herein. Furthermore,
Each of the Consultant and Nadav agrees that no title that the Consultant
and/or Nadav shall carry while acting in the capacity of a consultant
of
the Company, nor any conduct by the Company or the Consultant, shall
derogate from this Section 13.
|
14.
|
If,
for any reason whatsoever a competent authority, including a judicial
body, determines that the Consultant or Nadav is the Company’s employee
and thus entitled to the benefits of an employee, the following provisions
shall apply:
|
14.1
|
In
lieu of the consideration that was paid to the Consultant from the
commencement of this Agreement the Consultant or Nadav shall be deemed
only entitled to gross consideration equal to 80% of the consideration
paid under this Agreement (the “
Adjusted
Consideration
”)
from the date of the commencement of this Agreement.
|
14.2
|
Each
of the Consultant and Nadav undertakes, jointly and severally, to
immediately refund to the Company any amount paid from the Commencement
Date of this Agreement in excess of the Adjusted Consideration, such
being
linked to the Israeli consumer price index (the base index - the
index known on the date of each payment made under this Agreement;
the new
index - the index known on the date of actual refund by the
Consultant or Nadav).
|
15.
|
Consultant
Representation and Warranties
-
The
Consultant hereby represents and warrants that the Consultant has
full
right and power to enter into and perform this Agreement without
the
consent of any third party.
|
16.
|
Non-Competition
and Non-Solicitation
.
|
16.1
|
Each
of the Consultant and Nadav hereby agrees and undertakes that it/he
will
not serve, so long as the engagement hereunder is applicable and
for a
period of 12 months following termination thereof for whatever reason,
directly or indirectly, as owner, partner, joint venture, stockholder,
employee, broker, agent, principal, corporate officer, director,
licensor
or in any other capacity whatever engage in, become financially interested
in, be employed by, or have any connection with any business or venture
that competes with the Company's business, including any business
which,
when this Agreement terminates, the Company contemplates in good
faith to
be materially engaged in within six (6) months thereafter, provided
that
the Company has taken demonstrable actions to promote such engagement
or
that the Company's Board has adopted a resolution authorizing such
actions
prior to the date of termination; provided, however, that Each of
the
Consultant and Nadav may own securities of any corporation which
is
engaged in such business and is publicly owned and traded but in
an amount
not to exceed at any one time one percent (1%) of any class of stock
or
securities of such company, so long neither of them has an active
role in
the publicly owned and traded company as director, employee, consultant
or
otherwise.
|
16.2
|
Each
of the Consultant and Nadav hereby agrees and undertakes that during
the
period of this engagement and for a period of 12 months following
the
termination thereof for whatever reason, they will not, directly
or
indirectly, including personally or in any business in which any
of them
is an officer, director or shareholder, for any purpose or in any
place,
employ any person (as an employee or consultant) employed or engaged
by
the Company at such time or during the preceding twelve
months.
|
17.
|
Return
of Company Property
-
Upon termination of this Agreement or earlier as requested by the
Company,
each of the Consultant and Each of the Consultant and Nadav hereby
will
deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, electronic devices, formulas, and documents,
together with all copies thereof, and any other material containing
or
disclosing any Company Work Product, Third Party Information or
Proprietary Information of the
Company.
|
18.
|
General
Provisions
-
|
18.1
|
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.
|
18.2
|
Governing
Law
-
This Agreement shall be governed by and constructed in accordance
with the
laws of the State of Israel. The parties hereby expressly consent
to the
exclusive jurisdiction of the court located in Tel-Aviv, Israel,
and all
disputes or claims arising out of or related to this Agreement shall
be
exclusively resolved by the courts located in Tel-Aviv, Israel.
|
18.3
|
No
Assignment
-
This Agreement may not be assigned by the Consultant and/or Each
of the
Consultant and Nadav hereby without the Company’s prior and written
consent, and any such attempted assignment shall be void and of no
effect.
|
18.4
|
Waiver
-
No waiver by a party of any breach of this Agreement shall be a waiver
of
any preceding or succeeding breach. No waiver by a party of any right
under this Agreement shall be construed as a waiver of any other
right.
|
18.5
|
Entire
Agreement
-
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 agreements and/or discussions between the parties.
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 the party to be charged.
|
18.6
|
Notices
-
All communications under this Agreement shall be in writing and shall
be
delivered by hand or facsimile or mailed by registered or certified
mail,
postage prepaid:
|
18.7
|
Survival
-
Sections 11, 13, 14, 16 and 17 shall survive termination of this
Agreement.
|
18.8
|
Section
Headings
-
The headings of the sections and subsections of this Agreement are
inserted for convenience only and shall not be deemed to constitute
a part
thereof.
|
Oramed
Ltd
|
KNRY
Ltd
|
/s/Chaime
Orlev
|
/s/Nadav
Kidron
|
By:
Chaime
Orlev
|
By:
Nadav
Kidron
|
Title:
Chief Financial
Officer
|
Title:
President
|
/s/Nadav
Kidron
|
July
1,
2008
|
Nadav
Kidron
|
Date
|
WHEREAS |
the
Company wishes to obtain consulting services from the Consultant
to be
provided by Dr. Miriam Kidron Israeli I.D. number _______ (“
Miriam
”)
exclusively and the Consultant wishes to provide the Company with
consulting services as an external consultant to the Company
through
Miriam exclusively and pursuant to the terms and conditions of this
Agreement; and
|
WHEREAS |
the
parties wish to regulate their legal relations as set forth in this
Agreement
|
1.
|
Appointment
-
The Company hereby appoints the Consultant, and the Consultant hereby
agrees to serve the Company through Miriam exclusively, in the capacity
of
a consultant to the Company. For the avoidance of doubt it is hereby
clarified that in the event the Consultant ceases to provide the
Consulting Services (as hereinafter defined) through Miriam exclusively,
the Company shall have the right to terminate this Agreement immediately
upon notification of such termination, without any further
notice.
|
2.
|
The
Consulting Services
-
Until the termination of this Agreement, the Consultant through Miriam
exclusively shall, as and when requested by the Company, act as a
consultant and render his assistance and participation as the Chief
Medical and Technology Officer of the Company and the Company’s US parent
(for purposes of this Agreement both the Company and its parent shall
be
hereinafter referred to as: the “
Company
”),
giving, on a full time basis the full benefit of his knowledge, expertise,
technical skill and ingenuity, in all matters involved in or relating
to
the business thereof (the “
Consulting
Services
”).
|
3.
|
Supervision
-
While acting as a consultant for the Company through Miriam exclusively,
the Consultant and Miriam shall be under the supervision of the Board
of
Directors of the Company and the Boards of Directors of the Company’s
parent (shall be hereinafter collectively referred to as the “
Board
”),
and shall report to and receive instructions from the Board.
|
4.
|
Commencement
of the Agreement
-
The contractual relationship pursuant to this Agreement commenced
on
August 1, 2007 (the “
Commencement
Date
”).
|
5.
|
Term
-
Either party may terminate this Agreement, for any reason whatsoever,
upon
the provision of a 60 days prior written notice (the "
Prior
Written Notice
").
|
5.1
|
Commission
of a criminal offence, breach of trust or action adverse to the Company,
its monies, property, assets or employees by the Consultant and/or
Miriam.
|
5.2
|
Breach
of any of the Consultant’s and/or Miriam’s undertakings as set forth in
this Agreement.
|
5.3
|
The
Consultant is for any reason unable to provide the Consulting Services
through Miriam exclusively at a reasonable time as required by the
Company
pursuant to this Agreement.
|
6.
|
Compensation
-
Effective from May 2008 (inclusive), the Company shall pay to the
Consultant in consideration for the performance of the Consulting
Services
a gross monthly amount of 50,400 + VAT (the “
Consideration
”),
subject to the receipt by the Company of an invoice from the Consultant.
Each of the Consultant and Miriam hereby declares that neither of
them
has, nor shall have in the future, any claims or demands in respect
of
amounts paid prior to May 2008.
|
7.
|
Reimbursement
of Expenses
-
The Consultant will be reimbursed for any reasonable expenses incurred
in
connection with the performance of the Consulting Services under
this
Agreement subject to the Company’s prior written authorization, and
provided, that, the Consultant submits such verification of the expenses
as the Company may require. The Company will reimburse the Consultant
for
previously approved expenses in accordance with the Company’s then
applicable expense reimbursement
policy
|
8.
|
Company
car
-
In addition to the Consideration, the Company shall provide the Consultant
with leased car of category 2 for the use and maintenance of Miriam.
The
Company shall incur all reasonable expenses associated with use of
the
Car, including fuel expenses, however excluding personal traffic
fines,
payments to the tax authorities resulting from the use of the Car
("
Shovi
Shimush
")
and the like. The use of the Car shall be in accordance with the
provisions of the Company's car policy, as may be amended from time
to
time by the Company. The Consultant shall bear any tax payments resulting
from the aforesaid, to the extent applicable. The Car will be returned
to
the Company by Miriam immediately upon termination of this Agreement,
for
any reason whatsoever.
|
9.
|
Directors'
and Officers' Liability Coverage
.
The Company shall provide the Consultant, for the Benefit of Miriam,
(including her heirs, executors and administrators) with coverage
under a
standard directors' and officers' liability insurance policy at the
Company's expense.
|
10.
|
Notwithstanding
the above, the Company has the right to withhold any amounts from
payments
made to the Consultant under this Agreement, including, inter alia,
the
Consideration, to the extent necessary to comply with any tax law
and any
other laws of the State of Israel.
|
11.
|
Trade
Secrets - Intellectual Property Rights
-
|
11.1
|
Propriety
Information
-
Each of the Consultant and Miriam agrees during the term of this
Agreement
and thereafter that it/he will take all steps reasonably necessary
to hold
the Company’s Proprietary Information in trust and confidence, will not
use Proprietary Information in any manner or for any purpose other
than
providing the Company with the Consulting Services, and will not
disclose
any such Proprietary Information to any third party without first
obtaining Company’s express written consent on a case-by-case basis. 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 (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 Company.
|
11.2
|
Third
Party Information
-
Each of the Consultant and Miriam understands that the Company has
received and will in the future receive from third parties confidential
or
proprietary information (“
Third
Party Information
”).
Each of the Consultant and Miriam agrees to hold Third Party Information
in confidence and not to disclose to anyone (other than Company personnel
who need to know such information in connection with their work for
the
Company) or to use, except in connection with the provision of the
Consulting Services to the Company, Third Party Information unless
expressly authorized in writing by the
Company.
|
11.3
|
Ownership
of Company Work Product
-
As used in this Agreement, the term
“Company
Work Product
”
means any Proprietary
Information
that is solely or jointly conceived, made, reduced to practice, or
learned
by the Consultant and/or Miriam in the course of any Consulting Services
provided to the Company or in connection
therewith.
|
11.4
|
Assistance
-
Each of the Consultant and Miriam agrees to cooperate with the Company
or
its designee(s), both during and after the termination of this Agreement,
in the procurement, maintenance and protection of the Company's rights
in
Company Work Product and to execute, when requested, any other documents
deemed necessary by the Company to carry out the purpose of this
Agreement.
|
12.
|
No
Conflict of Interest
-
Each of the Consultant and Miriam agrees during the term of the Agreement
not to accept any work or enter into any contract or understanding
or
accept an obligation, inconsistent or incompatible with the Consultant’s
and/or Miriam’s obligations under this Agreement or the scope of the
Consulting Services. Each of the Consultant and Miriam warrants that
there
is no other existing contract or duty on the Consultant’s and/or Miriam’s
part inconsistent with this Agreement. Each of the Consultant and
Miriam
further agrees not to disclose to the Company, or induce the Company
to
use any confidential information that belongs to anyone other than
the
Company or the Consultant.
|
13.
|
Independent
Consultant Relationship
-
Each of the Consultant and Miriam hereby declares and undertakes
that its
relationship with the Company will be that of an independent consultant
and nothing in this Agreement should be construed to create a partnership,
joint venture, or employer-employee relationship between the Company
and
the Consultant and/or Miriam. Each of the Consultant and Miriam agrees
that it/he will not be entitled to any of the benefits that the Company
may make available to its employees, such as group insurance, profit
sharing or retirement benefits, unless otherwise mentioned herein.
Furthermore, Each of the Consultant and Miriam agrees that no title
that
the Consultant and/or Miriam shall carry while acting in the capacity
of a
consultant of the Company, nor any conduct by the Company or the
Consultant, shall derogate from this Section
13.
|
14.
|
If,
for any reason whatsoever a competent authority, including a judicial
body, determines that the Consultant or Miriam is the Company’s employee
and thus entitled to the benefits of an employee, the following provisions
shall apply:
|
14.1
|
In
lieu of the consideration that was paid to the Consultant from the
commencement of this Agreement the Consultant or Miriam shall be
deemed
only entitled to gross consideration equal to 80% of the consideration
paid under this Agreement (the “
Adjusted
Consideration
”)
from the date of the commencement of this Agreement.
|
14.2
|
Each
of the Consultant and Miriam undertakes, jointly and severally, to
immediately refund to the Company any amount paid from the Commencement
Date of this Agreement in excess of the Adjusted Consideration, such
being
linked to the Israeli consumer price index (the base index - the
index known on the date of each payment made under this Agreement;
the new
index - the index known on the date of actual refund by the
Consultant or Miriam).
|
15.
|
Consultant
Representation and Warranties
-
The
Consultant hereby represents and warrants that the Consultant has
full
right and power to enter into and perform this Agreement without
the
consent of any third party.
|
16.
|
Non-Competition
and Non-Solicitation
.
|
16.1
|
Each
of the Consultant and Miriam hereby agrees and undertakes that it/he
will
not serve, so long as the engagement hereunder is applicable and
for a
period of 12 months following termination thereof for whatever reason,
directly or indirectly, as owner, partner, joint venture, stockholder,
employee, broker, agent, principal, corporate officer, director,
licensor
or in any other capacity whatever engage in, become financially interested
in, be employed by, or have any connection with any business or venture
that competes with the Company's business, including any business
which,
when this Agreement terminates, the Company contemplates in good
faith to
be materially engaged in within six (6) months thereafter, provided
that
the Company has taken demonstrable actions to promote such engagement
or
that the Company's Board has adopted a resolution authorizing such
actions
prior to the date of termination; provided, however, that Each of
the
Consultant and Miriam may own securities of any corporation which
is
engaged in such business and is publicly owned and traded but in
an amount
not to exceed at any one time one percent (1%) of any class of stock
or
securities of such company, so long neither of them has an active
role in
the publicly owned and traded company as director, employee, consultant
or
otherwise.
|
16.2
|
Each
of the Consultant and Miriam hereby agrees and undertakes that during
the
period of this engagement and for a period of 12 months following
the
termination thereof for whatever reason, they will not, directly
or
indirectly, including personally or in any business in which any
of them
is an officer, director or shareholder, for any purpose or in any
place,
employ any person (as an employee or consultant) employed or engaged
by
the Company at such time or during the preceding twelve
months.
|
17.
|
Return
of Company Property
-
Upon termination of this Agreement or earlier as requested by the
Company,
each of the Consultant and Each of the Consultant and Miriam hereby
will
deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, electronic devices, formulas, and documents,
together with all copies thereof, and any other material containing
or
disclosing any Company Work Product, Third Party Information or
Proprietary Information of the
Company.
|
18.
|
General
Provisions
-
|
18.1
|
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.
|
18.2
|
Governing
Law
-
This Agreement shall be governed by and constructed in accordance
with the
laws of the State of Israel. The parties hereby expressly consent
to the
exclusive jurisdiction of the court located in Tel-Aviv, Israel,
and all
disputes or claims arising out of or related to this Agreement shall
be
exclusively resolved by the courts located in Tel-Aviv, Israel.
|
18.3
|
No
Assignment
-
This Agreement may not be assigned by the Consultant and/or Each
of the
Consultant and Miriam hereby without the Company’s prior and written
consent, and any such attempted assignment shall be void and of no
effect.
|
18.4
|
Waiver
-
No waiver by a party of any breach of this Agreement shall be a waiver
of
any preceding or succeeding breach. No waiver by a party of any right
under this Agreement shall be construed as a waiver of any other
right.
|
18.5
|
Entire
Agreement
-
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 agreements and/or discussions between the parties.
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 the party to be charged.
|
18.6
|
Notices
-
All communications under this Agreement shall be in writing and shall
be
delivered by hand or facsimile or mailed by registered or certified
mail,
postage prepaid:
|
18.7
|
Survival
-
Sections 11, 13, 14, 16 and 17 shall survive termination of this
Agreement.
|
18.8
|
Section
Headings
-
The headings of the sections and subsections of this Agreement are
inserted for convenience only and shall not be deemed to constitute
a part
thereof.
|
Oramed
Ltd
|
KNRY
Ltd
|
/s/Chaime
Orlev
|
/s/Nadav
Kidron
|
By:
Chaime
Orlev
|
By:
Nadav
Kidron
|
Title:
Chief Financial
Officer
|
Title:
President
|
/s/Miriam
Kidron
|
July
1,
2008
|
Miriam
Kidron
|
Date
|
Grantee’s
Name and Address:
|
_________________________ |
_________________________ | |
_________________________ | |
Date
of Award:
|
_________________________ |
Vesting
Commencement Date:
|
_________________________ |
Exercise
Price per Share:
|
$___________________________
|
Total
Number of Shares Subject
to
the Option (the “Shares”):
|
_________________________ |
Total
Exercise Price:
|
$____________________________
|
Type
of Option:
|
________
Incentive Stock Option
|
________
Non-Qualified Stock Option
|
|
Expiration
Date:
|
_________________________ |
ORAMED
PHARMACEUTICALS, INC.,
a
Nevada corporation
|
||
|
|
|
By: | ||
Name:
|
||
Title:
|
Dated: ______________________ | Signed: ______________________________________ |
2.
|
Exercise
of Option.
|
(i)
|
Twenty
five percent (25%) of the Options granted under each Award Agreement
shall
vest on the end of the first year of Continuous Service following
the
vesting commencement date determined by the Administrator and if
not
specified the date of the grant of an Option (the "First Anniversary");
and
|
(ii)
|
The
remaining 75% of the Options shall vest on a quarterly basis over
a period
of three years commencing as of the First Anniversary in twelve (12)
equal
portions subject to Continuous Service of the
Grantee.
|
PLATINUM
ENERGY RESOURCES, INC.,
a
Nevada corporation
|
||
|
|
|
By: | ||
Name:
|
||
Title:
|
Submitted
by:
|
Accepted
by:
|
GRANTEE:
|
ORAMED
PHARMACEUTICALS INC.
|
(Signature)
|
By:
__________________________________
Name:
Title:
|
Address
:
|
Address
:
|
__________________________________ |
2
Elza Street
Jerusalem,
Israel 93706
|