Amended and Restated
Consulting Agreement
This Amended
and Restated Consulting Agreement (this “Agreement”) is
entered into as of this 1st day of May 2008, by and between Mr.
Ehud Arbit, M.D., residing at 166 Elm Road, Englewood NJ
(“Consultant”), and Oramed Pharmaceuticals Inc., a
Nevada corporation (the “Company”).
WHEREAS , the Company, is in the process of performing
clinical trials of its oral insulin capsule; and
WHEREAS , the Company is in need of certain consulting
services to aid it in the pursuit of approval by the U.S. Food and
Drug Administration (the “FDA”) of its oral insulin
capsule; and
WHEREAS , Consultant possesses significant knowledge of
the FDA approval process; and
WHEREAS , the Company is desirous of retaining
Consultant as a consultant to perform certain services described
herein to assist the Company in the pursuit and attainment of FDA
approval for its oral insulin capsule; and
WHEREAS, in order to effect the foregoing, the Company
and Consultant entered into a Consulting Agreement as of May 1,
2008 (the “Original Agreement”); and
WHEREAS, Company and Consultant desire to amend and
restate the terms and conditions the Original Agreement in its
entirety, and to replace the Original Agreement with this
Agreement.
IT IS,
THEREFORE, AGREED BETWEEN the Company and the Consultant that the Company
will engage the Consultant subject to the following mutual terms
and conditions:
1.
Engagement. The Company hereby engages Consultant
and Consultant hereby agrees to render to the Company for a period
of twelve (12) months from the date of the Original Agreement (the
“Term”) the following services (the
“Services”): Consultant shall use his skills and
expertise to assist the Company with its efforts to complete the
FDA approval process for its oral insulin capsule, including
without limitation the inspection and evaluation of the
Company’s clinical trials and protocols, as applicable, and
such other matters related to the business of the Company as shall
be reasonably requested by the Company’s Chief Executive
Officer. Consultant shall perform the duties and responsibilities
under this Agreement to the best of his abilities in a diligent,
trustworthy, businesslike and efficient manner, and shall report to
Nadav Kidron, Chief Executive Officer of the Company.
2.
Fees. In consideration of the Services the Company
shall pay to Consultant a fee of $8,333 per month, retroactive to
the date of the Original Agreement.
3.
Confidentiality. Consultant hereby covenants and
agrees that, during and after the Term of this Agreement, he will
not communicate, disclose or otherwise make available to any person
or entity (other than the Company), or use for his own account or
for the benefit of any other person or entity, any information or
materials proprietary to the Company that relate to the
Company’s business or affairs which is of a confidential
nature, including, but not limited to, trade secrets, information
or materials relating to existing or proposed pharmaceutical
products (in all and various stages of development),
“know-how”, marketing techniques and materials,
marketing and development plans, personnel information and
financial information (collectively, “Proprietary
Information”). Proprietary Information includes any and all
such information and materials, whether or not obtained by
Consultant with the knowledge and permission of the Company,
whether or not developed, devised
