Contract
Exhibit 10.1
This
EMPLOYMENT AGREEMENT (this "Agreement") is made effective
as of October 18, 2009 (the "Effective Date"), by and
between BioCancell Therapeutics Inc., a Company organized under the laws of the
State of Delaware (the "Parent"), BioCancell
Therapeutics Israel, Ltd. a Company organized under the laws of the State of
Israel (the "Company"
and together with the Parent, the "Companies") and Xx. Xxx Xxxxx,
Identification No. 012658811 (the "Employee") (the Companies and
the Employee shall sometimes be referred to, each as a "Party" and collectively, as
the "Parties").
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WHEREAS,
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the
Companies desires to employ the Employee as their Chief Executive Officer
and the Employee desires to serve the Companies in such position, on the
terms and conditions hereinafter set
forth.
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NOW, THEREFORE, based on the
representations contained herein and in consideration of the mutual promises and
covenants set forth herein, the Parties agree as follows:
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1.
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Employment.
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1.1.
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Commencing
as of the Effective Date, the
Companies shall employ the Employee, who shall begin an integration period
towards his assumption of the position of Chief Executive Officer of the
Companies ("CEO"),
in parallel to the current CEO of the Companies. On November 1, 2009, the
Employee shall begin serving as the CEO, reporting directly to the Board
of Directors of the Parent (the "Board of Directors"),
until such time as the Board of Directors, at its sole discretion,
determines otherwise and/or appoints another person to such position.
Employee's position with the Companies in accordance herewith shall be
regarded as the "Position". In addition,
during the first 3 months commencing on the Effective Date, the Employee
shall be entitled to be employed on an 80% basis and devote 20% of his
working time to his former position to ensure swift transition in his
former employer. For the period during which the Employee is actually
employed on an 80% basis, the Salary shall be adjusted accordingly. The
Employee shall be entitled to decide at any time, during the initial three
month period to commence work at the Companies on a 100% basis, in which
case his Salary will be paid
accordingly.
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1.2.
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The
Employee's duties and responsibilities shall be those duties and
responsibilities customarily performed by a person in a similar
position.
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1.3.
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Subject
to Section 1.1 above, the Employee shall be employed on a full-time basis.
The Employee shall devote his full and undivided attention and full
working time, know-how, energy, talent and experience to the business and
affairs of the Companies and shall use his best efforts and shall devote
such time as necessary for the fulfillment of his duties and
responsibilities under this
Agreement.
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1.4.
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Without
derogating from the generality of the above, during the term of this
Agreement the Employee shall not be engaged in any other employment nor
engage actively in any other business activity or render any services,
which may hinder the performance of his obligations hereunder, with or
without compensation, for any other person, firm or company (except as
provided for in Section 1.3 of this Agreement, and the Employee’s position
as a director in Atox Bio, Inc.). The Employee shall not hold any position
in any additional company without the Board of Directors' prior written
consent.
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1.5.
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The
Employee shall perform his duties hereunder at the Companies' facilities
in Israel. Employee acknowledges and agrees that the performance of his
duties hereunder may require significant domestic and international travel
at the Companies' request.
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1.6.
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It
is agreed between the Parties that the position that Employee holds within
the Companies is a management position, which demands a special level of
loyalty and accordingly, the Work Hours and Rest Law (1951) shall not
apply to Employee's employment by the Companies and this Agreement. The
Employee further acknowledges and agrees that his duties and
responsibilities may entail irregular work hours and extensive traveling
in Israel and abroad, for which he is adequately rewarded by the
compensations provided for in this Agreement. The Parties confirm that
this is a personal services contract, and that the relationship between
the Parties shall not be subject to any general or special collective
employment agreement or any custom or practice of the Companies in respect
of any of its other employees or
contractors.
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1.7.
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The
Employee hereby represents and warrants to the Companies, that the
execution and delivery of this Agreement and the fulfillment of the terms
hereof will constitute the valid, binding and enforceable obligations of
the Employee and will not violate, conflict with or constitute a default
under or breach of any agreement and/or undertaking and/or instrument,
judgment, order, writ or decree to which the Employee is a party or by
which he is bound, or any provision of law, rule or regulation applicable
to the Employee, and do not require the consent of any person or entity
which has not been obtained prior to the execution hereof; and in the
performance of his obligations hereunder the Employee will not make use of
(i) any confidential or proprietary information belonging to any third
party, or (ii) any information to which the Employee is restricted from
disclosing or using due to contractual undertakings or by
law.
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2.
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Salary and Employee
Benefits.
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In full
consideration for the Employee's employment with the Companies, commencing as of
the Effective Date, the Employee shall be entitled to the following payments,
and benefits:
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2.1.
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Salary. The
Companies shall pay the Employee a gross salary of NIS 42,000
per month (on a full time basis), as shall be adjusted from time to time
in accordance with the provisions hereof (the "Salary"). All income and
other taxes shall be deducted as required by law. The Employee shall be
entitled to receive cost-of-living adjustments ("Tosefet Yoker") and other
adjustments as may be required by
law.
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The
Salary shall be payable monthly in arrears, no later than the tenth (10th) day
of each month. The Employee acknowledges that the Salary to which he is entitled
pursuant to this Agreement constitutes due consideration for him working
overtime and on days of rest.
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2.2.
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Sick Leave. The
Employee shall be entitled to fully paid sick leave pursuant to the Sick
Pay Law (1976). The Employee may carry forward any unused sick leave, not
to exceed the maximum prescribed by law, but shall not be entitled to any
payment for unused sick leave.
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2.3.
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Vacation. The
Employee shall be entitled to an annual vacation of twenty (20) working
days. Subject to applicable law, up to two (2) years' equivalent of
vacation days may be accumulated provided that the Employee will take at
least twelve (12) vacation days during the first of the two years and in
any event accumulated vacation days cannot be converted into cash unless
the Board of Directors establishes that the Employee's work load is such
that it prevents the Employee to use his vacation days. Such conversion
may be further subject to any limitations imposed under applicable
law.
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2.4.
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Manager's
Insurance. The Companies shall contribute up to an aggregate of
15.83% of the Salary to an accepted Manager's Insurance Policy or Pension
fund (the "Policy"), including
insurance in the event of loss of capacity for work, of which (i) 8.33% of
the Salary will be on account of severance compensation, which shall be
payable to the Employee upon severance, in accordance with the provisions
of this Agreement; (ii) 5% of the Salary on account of Manager's Insurance
Policy or pension fund payments; and (iii) up to 2.5% of the Salary on
account of disability pension payments. The Companies shall deduct 5% from
the Salary to be paid on behalf of the Employee towards the Policy. The
Employee may extend an existing policy or plan and incorporate it into the
Policy, at his discretion. The Policy will be subject to an automatic
transfer of ownership to Employee and to recive all funds accumulated in
the above funds upon termination of Employee's employment with the
Companies, except for such
payments accrued with respect to severance
compensation.
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2.5.
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Annual Recreation
Allowance (Dme'i Havra'a). The Employee shall be entitled to annual
recreation allowance according to applicable
law.
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2.6.
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Vocational
Studies.
The Companies and the Employee shall maintain a "Keren Hishtalmut"
fund for the benefit of the Employee (the "Fund"). The Companies
shall contribute to such Fund an amount equal to 7.5% of the Salary and
the Employee shall contribute to the Fund an amount equal to 2.5% of the
Salary. The Employee hereby instructs the Companies to transfer to the
Fund the Employee's payment and the Companies' contribution from the
Salary.
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2.7.
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Cellular Phone.
The Companies shall provide the Employee a cellular phone and cover its
expenses. The Company shall bear any and all taxes applicable to the
Employee in connection with said cellular phone and the use thereof, in
accordance with income tax regulations applicable
thereto.
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2.8.
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Company Car.
The Companies shall provide the Employee with a Class 4 company car of the
Employee’s choosing (subject to availability at the leasing company with
the Companies are engaged), leased under an operating leasing agreement
(the "Company
Car") and in accordance with the Companies' policy. The Company Car
shall be placed with the Employee for his business and personal use.
Employee shall take good care of the Company Car and ensure that the
provisions of the insurance policy and the Companies' rules relating to
the Company Car are strictly, lawfully and carefully
observed.
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Subject
to applicable law, the Companies shall bear all fixed and ongoing expenses
relating to the Company Car and to the use and maintenance thereof, excluding
expenses incurred in connection with violations of law, which shall be paid
solely by Employee. The Companies shall bear any and all taxes applicable to the
Employee in connection with said Company Car and the use thereof, in accordance
with income tax regulations applicable thereto.
Upon: (i)
the date of termination of the Notice Period (as defined below); or (ii) the
date of actual termination of employment in the event of termination for Cause,
then the Employee shall return the Company Car (together with its keys and any
other equipment supplied and/or installed therein by the Companies and any
documents relating to the Company Car) to the Companies' principal office.
Employee shall have no rights of lien with respect to the Company Car and/or any
of said equipment and documents.
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2.9.
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Expenses. The Employee
shall be entitled to receive reimbursement of all business expenses
reasonably incurred by him in connection with the performance of his
duties hereunder against presentation of invoices. In addition, the
Companies shall bear reasonable lodging and travel expenses incurred by
the Employee during his travel abroad at the Companies'
request.
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2.10.
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Additional
Incentives. The Employee shall be entitled to the following
additional compensation:
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2.10.1.
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Fund raising:
in case of fund raising commencing January 31, 2010 in aggregate sum of
$10,000,000 or more by the Employee (that includes equity, convertible
loans, bonds, but excludes loans from financial institutions and grants
under the auspices of the Ministry of Industry, Trade and Labor, such as
Chief Scientist grants and bi-national funds), the Employee will be
entitled for a one-time compensation of 1% of funds raised (except for
funds raised from any current stockholder in the Companies), but not more
than $100,000. Such compensation will be paid to the Employee by either
of: cash, if the fundraising included at least $5,000,000 in equity, or
otherwise in equivalent worth in stock options of the Parent. In the event
that payment shall be in stock options of the Parent, the determination of
the aggregate value of such
securities shall be determined by an independent financial advisor
acceptable to the Parties.
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2.10.2.
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Options. Employee
shall be personally granted an option to purchase 450,000 shares of Common
Stock of the Parent pursuant to the Parent's Employee Stock Option Plan
(the "Option").
80,000 stock options will serve as a signature grant and will be fully
vested on the day of grant, and additional 370,000 stock options that will
vest at a rate of 23,125 stock options at the end of each calendar quarter
from the Effective Date for four years, provided however
that:
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80,000 of the options will be accelerated and vest immediately if the last
patient’s induction treatement in the Phase I/IIa ovarian cancer clinical
trial is completed by November 30,
2010.
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80,000 of the options will be accelerated and vest immediately if the last
patient’s induction treatement in the Phase I/IIa pancreatic cancer
clinical trial is completed by November 30,
2010.
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90,000 of the options will be accelerated and vest immediately when a new
Phase II clinical trial is
commenced.
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60,000 of the options will be accelerated and vest immediately when a
strategic collaboration is achieved, with a down payment of at least $5
million.
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60,000 of the options will be accelerated and vest immediately when
treatment is commenced in a clinical trial of the Company, of a product -
candidate other than BC-819.
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Accelerated
options, where applicable, will vest in lieu of options otherwise scheduled to
vest at the end of the overall vesting period. The exercise price will be the
average closing price of the Parent’s shares on the Tel Aviv Stock Exchange
during the 22 trading days prior to the Effective Date. The option exercise
period will be 10 years from date of grant of the Option. The Option shall be
granted pursuant to the terms and conditions of the Parent's 2007 Employee Stock
Option Plan and an option agreement to be executed between the
Parties.
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2.11.
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The
Employee will be entitled that the Salary and other payments and benefits
to which the Employee is entitled hereunder shall be reviewed annually by
the Board of Directors during the term of this Agreement. Nothing in this
Section 2.11 shall be deemed as conferring upon the Employee any right for
improving the terms of his employment
hereunder.
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3.
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Proprietary
Rights
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3.1.
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The
Employee agrees and declares that any and all products, improvements,
derivations, materials, processes, techniques, know-how and/or proceeds
and any and all inventions, ideas, discoveries, concepts, works of
authorship, designs, data results or initiatives conceived, conducted,
developed, reduced to practice, compiled, created, written, authored, made
and/or produced by the Employee, alone or jointly with others, pursuant
to, in connection with, resulting or arising from this Agreement and/or
his employment with the Companies, or using equipment, supplies,
facilities or trade secrets of the Companies, whether within the scope of
his employment with the Companies or otherwise and whether during the term
of this Agreement, prior thereto or thereafter, directly or indirectly
related to the field of business of the Companies as currently conducted
and/or proposed to be conducted (the "Inventions"), and any
and all right, title and interest in and to the Inventions, including
without limitation, all patents, copyrights, trademarks, trade names,
moral rights and other intellectual, industrial and/or proprietary rights
and applications, extensions and renewals thereof (together with the
Inventions, the "Proprietary Rights"),
shall be the sole and exclusive property of the Companies, its successors
and assigns (for the purpose of this Section 3, collectively, the "Companies"), and that
the Employee will not have any rights or title whatsoever thereto. All
works authored by the Employee pursuant to this Agreement, including,
without limitation, the Inventions, shall be deemed "works made for
hire".
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3.2.
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If
and to the extent the Companies' sole and exclusive ownership of the
Proprietary Rights, in whole or in part, is not recognizable for any
reason whatsoever, the Employee hereby irrevocably transfers and assigns
to the Companies, solely and exclusively, all his rights, title and
interest now and hereafter acquired in and to all Proprietary Rights
(without any payments, liabilities or restrictions to any person or third
party) in any and all media now known or hereafter devised, and all claims
and causes of action of any kind with respect to any of the foregoing,
throughout the world in perpetuity, and, when not otherwise assignable
herein, agrees and undertakes to assign in the future to the Companies all
right, title and interest in and to any and all such Proprietary Rights
(and all proprietary rights with respect thereto) and further undertakes
to execute all necessary documentation and take all further action as may
be required in order to perform such assignment, at the Companies'
expense.
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3.3.
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In
the event that pursuant to any applicable law the Employee retains any
rights in and to the Proprietary Rights that cannot be assigned to the
Companies, the Employee hereby unconditionally and irrevocably waives the
enforcement of all such rights, and all claims and causes of action of any
kind with respect to any of the foregoing and agrees, at the request and
expense of the Companies, to consent to and join in any action to enforce
such rights and to procure a waiver of such rights from the holders of
such rights, if any.
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3.4.
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In
the event that the Employee retains any rights in and to Proprietary
Rights that cannot be assigned to the Companies and cannot be waived, the
Employee hereby grants the Companies an exclusive, perpetual, worldwide,
royalty-free license to exploit, use, develop, perform, modify, change,
reproduce, publish and distribute, with the right to sublicense and assign
such rights, and all claims and causes of action of any kind with respect
to any of the foregoing, in and to the Proprietary Rights, in any way the
Companies sees fit and for any purpose whatsoever. Without derogating from
the above, the Employee hereby forever waives and agrees never to assert
any and all rights of paternity or integrity, any right to claim
authorship of any Invention, to object to any distortion, mutilation or
other modification of, or other derogatory action in relation to any
Invention, whether or not such would be prejudicial to his honor or
reputation, and any similar right, existing under judicial or statutory
law of any country in the world, or under any treaty, even after
termination of his work on behalf of the
Companies.
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3.5.
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Without
derogating from the above, any and all material (including, without
limitation, software, designs, documentation, memoranda, notes, reports,
manuals, patterns, programs, specifications, prototypes, formulas,
drawings, records, data or other technical or proprietary information),
and any copies or abstracts thereof, whether or not of a secret or
confidential nature, furnished to the Employee by the Companies or
conceived, conducted, developed, reduced to practice, compiled, created,
written, authored, made and/or produced by the Employee, alone or jointly
with others, pursuant to, in connection with, resulting or arising from
this Agreement and/or his employment with the Companies, or using
equipment, supplies, facilities or trade secrets of the Companies, whether
within the scope of his employment with the Companies or otherwise and
whether during the term of this Agreement, prior thereto or thereafter,
directly or indirectly related to the field of business of the Companies
as currently conducted and/or proposed to be conducted, is and shall
remain the sole and exclusive property of the Companies. Such property
while in the Employee's custody or control shall be maintained in good
condition at the Employee's
expense.
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3.6.
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The
Employee will promptly disclose to the Companies fully and in writing all
Inventions, if any.
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3.7.
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The
Employee hereby agrees and undertakes to provide the Companies or any
person designated by the Companies all such information, to execute all
necessary documentation and to take all further action as may be required
to perfect the rights referred to herein, including, without limitation,
any assignment of rights to the Companies or the obtaining or enforcing
any intellectual property rights, if applicable, in any and all countries
at the Companies' expense. Without derogating from any of the Employee's
obligations hereunder, the Employee hereby appoints any officer of the
Companies as its duly authorized agent to execute, file, prosecute and
protect the same before any government agency, court or authority at the
Companies' expense.
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3.8.
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The
Employee's undertakings in this Section 3 shall remain in full force and
effect after termination or expiration of this Agreement for any reason
whatsoever or any renewal thereof.
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4.
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Non-Competition
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4.1.
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The
Employee agrees and undertakes that he will not, without the express
written consent of the Company, during the period of his employment with
the Companies, and for a period of one (1) year thereafter, compete or
assist others to compete, whether directly or indirectly, with the
business of the Companies, as currently conducted and/or as proposed to be
conducted at the time of termination of
employment.
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4.2.
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The
Employee further agrees and undertakes that during the period of his
employment with the Companies and for a period of one (1) year thereafter,
he will neither solicit for employment or any other engagement nor employ
or otherwise engage any person employed by the Companies on the date of
such termination or during the preceding twelve (12) months, personally or
in any business in which he is an officer or director, for any purpose or
in any place.
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4.3.
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If
any one or more of the terms contained in this Section 4 shall, for any
reason, be held to be excessively broad with regard to time, geographic
scope or activity, such term shall be construed in a manner to enable it
to be enforced to the extent compatible with applicable
law.
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5.
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Confidentiality
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5.1.
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The
Employee represents and warrants that he will keep the terms and
conditions of this Agreement strictly confidential and will not disclose
it or provide a copy of this Agreement or any part thereof to any third
person unless and to the extent required by applicable
law.
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5.2.
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Any
and all information and data of a proprietary or confidential nature
concerning the business or financial activities of the Companies or its
technology, or products (whether current or future), whether in oral,
written, graphic, machine-readable form, or in any other form, including,
without limitation, proprietary, business, financial, technical,
development, product, marketing, sales, price, operating, performance,
cost, know-how and process information, trade secrets, patents, patent
applications, copyrights, ideas and inventions (whether patentable or
not), and all record bearing media containing or disclosing such
information and techniques, disclosed to or otherwise acquired by the
Employee in connection with this Agreement and/or his employment with the
Companies and any and all Proprietary Rights (collectively, "Confidential
Information") is and shall remain the sole and exclusive property
of the Companies.
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5.3.
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During
the term of this Agreement and thereafter, the Employee (i) will keep the
Confidential Information strictly confidential and will not disclose it,
or any part thereof, provide any documentation with respect thereto, or
any part thereof, directly or indirectly, to any third party, without the
prior written consent of the Companies or unless and to the extent
required by applicable law; and (ii) the Employee will not use any
Confidential Information or anything relating to it without the prior
written consent of the Companies, except and to the extent as may be
necessary in the ordinary course of performing his duties and obligations
hereunder and in the best interests of the Companies. Notwithstanding the
foregoing, the Employee shall not be obligated to maintain the
confidentiality of the Confidential Information which: (i) is or becomes a
matter of public knowledge through no fault of the Employee; (ii) is
authorized, in writing, by the Companies for release; (iii) was lawfully
in the Employee's possession before receipt from the Companies, as
evidenced by the Employee through written documentation; (iv) is lawfully
received by the Employee from a third party without a duty of
confidentiality; or (v) reflects information and data generally known
within the industries or trades in which the Companies transacts
business.
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5.4.
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At
all times, both during the term of this Agreement and thereafter, the
Employee will keep in trust all Confidential Information. In the event of
the expiration or other termination of this Agreement for any reason, or
upon the Companies' earlier request, the Employee will promptly deliver to
the Companies all materials referred to herein and the Employee shall not
retain or take any materials, or any reproduction thereof containing or
pertaining to Confidential
Information.
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5.5.
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The
Employee recognizes that the Companies received and will receive
confidential or proprietary information from third parties, subject to a
duty on the Companies' part to maintain the confidentiality of such
information and to use it only for certain limited purposes. At all times,
both during his employment and after its termination, the Employee
undertakes to keep any and all such information in strict confidence and
trust, and he will not use or disclose any of such information without the
prior written consent of the Companies, except as may be necessary to
perform his duties hereunder and consistent with the Companies' agreement
with such third party. Upon termination of his employment with the
Companies, Employee shall act with respect to such information as set
forth in Section 5.4.
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6.
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Term and
Termination.
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6.1.
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This
Agreement shall be in effect commencing as of the Effective Date and shall
continue in full force and effect for an undefined period, unless and
until terminated as hereinafter
provided.
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6.2.
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This
Agreement may be terminated by either Party by ninety (90) days prior
written notice to the other Party. Any such prior notice period shall be
referred to as the "Notice Period", as
applicable. At any time during the Notice Period, the Companies may elect
to terminate this Agreement and the relationship with the Employee
immediately, provided, that Employee
shall be entitled to all payments and other benefits due to him hereunder
as he would have been entitled to receive for the remaining period of the
Notice Period, including use of the Company Car until the end of the
Notice Period.
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6.3.
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Notwithstanding
anything to the contrary herein, the Companies may terminate this
Agreement at any time, effective immediately, without need for prior
written notice, and without derogating from any other remedy to which the
Companies may be entitled, for Cause. For the purposes of this Agreement,
the term "Cause"
shall mean, but shall not be limited to: (i) a material breach by Employee
of any term of this Agreement; (ii) any breach by Employee of his
fiduciary duties to the Companies, including, without limitation, any
material conflict of interest for the promotion of Employee's benefit;
(iii) Employee's fraud, felonious conduct or dishonesty; (iv) Employee's
embezzlement of funds of the Companies; (v) any conduct by Employee which
is materially injurious to the Companies, monetary or otherwise; (vi)
Employee's conviction of any felony; (vii) Employee's misconduct, gross
negligence or willful misconduct in performance of his duties and/or
responsibilities hereunder; or (viii) Employee's refusal to perform his
duties and/or responsibilities hereunder for any reason other than illness
or incapacity, or Employee's disregard or insubordination of any lawful
resolution and/or instruction of the Board of Directors or executive
management of the Companies with respect to Employee's duties and/or
responsibilities towards the
Companies.
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6.4.
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The
Employee shall cooperate with the Companies and use his best efforts to
assist the integration into the Companies' organization of the person or
persons who will assume the Employee's responsibilities. At the option of
the Companies, the Employee shall, during such period, either continue
with his duties or remain absent from the premises of the Companies,
subject to applicable law.
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6.5.
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Upon
termination of Employee's employment with the Companies hereunder, for any
reason whatsoever, the Companies shall have no further obligation or
liability towards the Employee in connection with his employment as
aforesaid, other than payment of the Salary earned pursuant to the terms
of this Agreement prior to the date of termination in accordance with
Section 2 above and the social benefits. Any outstanding payment due by
the Employee to the Companies in connection with his employment by the
Companies shall be repaid by the Employee no later than one (1) month
following termination of his employment. Notwithstanding, the Companies
may offset any such outstanding amounts due to it against any payment due
by the Companies to the employee, subject to applicable
law.
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6.6.
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The
provisions of Sections 3, 4 and 5 shall survive the termination or
expiration of this Agreement for any reason whatsoever or any renewal
thereof.
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7.
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Notices.
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7.1.
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Any
and all notices and communications in connection with this Agreement shall
be in writing, addressed to the parties as
follows:
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If
to the Companies:
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8
Hartom St. Har Hotzvim, Jerusalem
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If
to the Employee:
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Xxx
Xxxxx
Mavo
Xxxxxxx 0, Xxx Xxxx, 00000, Xxxxxx
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7.2.
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All
notices shall be given by registered mail (postage prepaid), by facsimile
or email, or otherwise delivered by hand or by messenger to the Parties'
respective addresses as above or such other address as may be designated
by notice. Any notice sent in accordance with this Section 7 shall be
deemed received: (i) if sent by facsimile or email, upon transmission and
electronic confirmation of receipt or (if transmitted and received on a
non-business day) on the first business day following transmission and
electronic confirmation of receipt, (ii) if sent by registered mail, upon
3 (three) days of mailing, and (iii) if sent by messenger, upon
delivery.
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8.
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Miscellaneous.
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8.1.
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Headings;
Interpretation. Section headings contained herein are for reference
and convenience purposes only and shall not in any way be used for the
interpretation of this Agreement.
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8.2.
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Entire
Agreement. This Agreement constitutes the entire agreement between
the Parties with respect to the subject matters hereof and supersedes all
prior agreements, understandings and arrangements, oral or written,
between the Parties with respect to the subject matters
hereof.
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8.3.
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Amendment;
Waiver. 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 Companies. No waiver by either
Party at any time to act with respect to any breach or default by the
other Party of, or compliance with, any condition or provision 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.
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8.4.
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Governing Law;
Jurisdiction. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Israel, without
giving effect to the rules with respect to conflicts-of-law. Any dispute
arising out of, or relating to this Agreement, its interpretation or
performance hereunder shall be resolved exclusively by the competent court
of the Tel Aviv-Jaffa district, and each of the Parties hereby submits
exclusively and irrevocably to the jurisdiction of such
court.
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8.5.
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Severability.
The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any part of
this Agreement is determined to be invalid, illegal or unenforceable, such
determined shall not affect the validity, legality or enforceability of
any other part of this Agreement; and the remaining parts shall be
enforced as if such invalid, illegal, or unenforceable part were not
contained herein, provided, however, that
in such event this Agreement shall be interpreted so as to give effect, to
the greatest extent consistent with and permitted by applicable law, to
the meaning and intention of the excluded provision as determined by such
court of competent jurisdiction.
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8.6.
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Successors and Assign;
Assignment. This Agreement shall be binding upon and shall inure to
the benefit of the Companies, its successors and assigns. Neither this
Agreement or any of the Employee's rights, privileges, or obligations set
forth in, arising under, or created by this Agreement may be assigned or
transferred by the Employee without the prior consent in writing of the
Companies, except by will or by the laws of descent and
distribution
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IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as
of the date first above-mentioned.
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XXX
XXXXX
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|||
| /s/
Xxx Xxxxx
By:
Xxx Xxxxx
|
/s/
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
|
/s/ Xxx Xxxxx | |
|
Title:
Chief Executive Officer
|
Chairman
of the Board of Directors
|
||
|
BIOCANCELL
THERAPEUTICS ISRAEL LTD.
|
||
| /s/
Xxx Xxxxx
By:
Xxx Xxxxx
|
/s/
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
|
|
|
Title:
Chief Executive Officer
|
Chairman
of the Board of Directors
|
|
