Common use of Compensation for work Clause in Contracts

Compensation for work. Subject to approval of the Board, adoption of an option plan and its submission to the tax authorities, and subject, further, to execution by the parties of an option agreement granting options as set forth herein (the "Option Agreement"), the Consultant shall receive options, that shall be granted to Hadasit for the benefit of the Consultant according to the internal mechanism in HMO for the entitlement of external options (the "Options"), to purchase 30,000 Ordinary Shares of the Company of par value NIS 0.01 each (representing 30% of the issued share capital of the company as of the date of incorporation of the Company) at an exercise price per share of $0.01 (the “Compensation”). The Options will be granted m accordance with the provisions of Section 3(i) of the Israeli Income Tax Ordinance [New Version] - 1961). Hadasit and/or Consultant, as the case may be, will solely bear, and be liable to pay, any and all taxes arising out or in connection with the Compensation. For the avoidance of any doubt, Hadasit and Consultant hereby acknowledge and confirm, that the Compensation constitutes the Company's sole obligation towards Hadasit and/or Consultant in consideration for the Work, and that Hadasit and/or Consultant shall not be entitled to any other remuneration or other payment whatsoever from the Company. For the avoidance of doubt, the Compensation stated hereof shall include merely compensation for the Work performed by the Consultant. As customary, the Company will enter into a separate agreement under which it compensates Hadasit for the involvement of other individuals or performance of services within HMO involved in the performance of the Work. The vesting will be over a period beginning at the Effective Date, be conditioned upon continuation of Consultant's engagement with the Company, and be subject to following conditions: (i) First instalment (representing 7.5% of the issued share capital of the company) upon completion of the in vitro Study, (ii) a second instalment (7.5%) upon completion of the in vivo Study, (iii) a third instalment (7.5%) upon submission of an application of a Phase I Clinical Study to the Helsinky committee, and (iv) Last installment (7.5%) upon completion of a Phase I clinical study and submission to the Company of the applicable study report. For the avoidance of doubt, the above vesting schedule does not provide that Hadasit is obligated to perform clinical trials for the Company. The Options shall be exercised by the Consultant as per the terms of the Option Agreement.

Compensation for work. Subject 7.1. The Company will pay compensation to approval H▇▇▇▇▇▇ for the performance of the Board, adoption of an option plan and its submission to the tax authorities, and subject, further, to execution by the parties of an option agreement granting options Work as set forth herein in Schedule B hereto (the "Option AgreementBudget"), the Consultant shall receive options, that shall be granted to Hadasit . Payments for the benefit Work performed following the Execution Date will be paid in quarterly advance installments starting from [*]. Following the Execution Date Hadasit shall issue to the Company an invoice for the Work performed prior to the Execution Date, in an amount not to exceed [*], and the Company shall pay the amount due no later than [*] from receipt of Hadasit’s invoice or [*] following the Execution Date, whichever is the later. It is agreed that Hadasit shall provide written quarterly reports within [*] of the Consultant according end of each calendar quarter showing a breakdown of FTEs actually allocated to the internal mechanism Work during the preceding quarter, in HMO comparison to the Budget, for the entitlement purposes of external options (the "Options"), to purchase 30,000 Ordinary Shares of the Company of par value NIS 0.01 each (representing 30% of the issued share capital of the company as of the date of incorporation of the Company) at an exercise price per share of $0.01 (the “Compensation”)reconciliation. 7.2. The Options will Budget (as may be granted m updated in accordance with the provisions of Section 3(ithis Agreement) includes a breakdown of the Israeli Income Tax Ordinance components comprising of the compensation as follows: (a) costs of the salaries of up to [New Version*] - 1961FTEs (not including [*]), and (b) overheads (which include [*]’s management and Hadasit overheads). Hadasit and/or Consultant, as the case may be, will solely bear, The Company shall be allowed to provide supplies and be liable to pay, any and all taxes arising out or in connection with the Compensation. For the avoidance of any doubt, Hadasit and Consultant hereby acknowledge and confirm, that the Compensation constitutes the Company's sole obligation towards Hadasit and/or Consultant in consideration outsourced services required for the WorkWork to Hadasit. 7.3. If required under Israel law, and that Hadasit and/or Consultant the Company shall [*] to any payments made under this Agreement to Hadasit. Any payment shall be made against the provision of tax invoice by H▇▇▇▇▇▇. 7.4. Other than as set forth in the Budget, H▇▇▇▇▇▇ shall not be entitled to any other payment, remuneration or other payment whatsoever consideration of any type from the CompanyCompany for the performance of the Work and/or under this Agreement. For the avoidance of doubt, neither [*] nor any other member of his team is entitled to any consideration whatsoever directly from the Compensation stated hereof shall include merely compensation for Company in respect of the Work performed by the Consultant. As customary, the Company will enter into a separate agreement and/or under which it compensates this Agreement and Hadasit shall be solely responsible for the any consideration due to them for their involvement of other individuals or performance of services within HMO involved in the performance of the WorkWork including but not limited to any salary, social benefits or severance pay. 7.5. Hadasit shall be solely responsible for the payment of [*] required by applicable law to be made in connection with this Agreement. The vesting will be over a period beginning at the Effective DateCompany shall [*], be conditioned upon continuation of Consultant's engagement with the Companyas prescribed by applicable law, and be subject to following conditions: (i) First instalment (representing 7.5% of the issued share capital of the company) upon completion of the in vitro Study, (ii) a second instalment (7.5%) upon completion of the in vivo Study, (iii) a third instalment (7.5%) upon submission of an application of a Phase I Clinical Study to the Helsinky committee, and (iv) Last installment (7.5%) upon completion of a Phase I clinical study and submission to unless Hadasit provides the Company of the applicable study report. For the avoidance of doubt, the above vesting schedule does not provide that Hadasit is obligated to perform clinical trials for the Company. The Options shall be exercised by the Consultant as per the terms of the Option Agreementwith [*].