ORAMED PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT
ORAMED
PHARMACEUTICALS, INC.
INDEMNIFICATION
AGREEMENT,
dated as
of _________, 2008 (“Agreement”),
by
and between ORAMED
PHARMACEUTICALS, INC.,
a Nevada
corporation (the “Company”),
and
________________ (“Indemnitee”).
WHEREAS,
Indemnitee is a director of the Company and performs valuable services in
such
capacities for the Company;
WHEREAS,
the
Company and Indemnitee recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, agents
and
fiduciaries to expensive litigation risks at the same time as the availability
and coverage of liability insurance may be limited;
WHEREAS,
the
Company and Indemnitee further recognize the difficulty in obtaining liability
insurance for its directors, officers, employees, agents and fiduciaries,
the
significant increases in the cost of such insurance and the general reductions
in the coverage of such insurance;
WHEREAS,
Indemnitee does not regard the current protection available as adequate under
the present circumstances, and the Indemnitee and other directors, officers,
employees, agents and fiduciaries of the Company may not be willing to continue
to serve in such capacities without additional protection; and
WHEREAS,
the
Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and, in part, in order
to
induce Indemnitee to continue to provide services to the Company as a director,
the Company wishes to provide for the indemnification and advancing of expenses
to Indemnitee to the maximum extent permitted by law.
NOW,
THEREFORE,
the
Company and Indemnitee hereby agree as follows:
1. Indemnification.
(a) Indemnification
of Expenses.
The
Company shall indemnify Indemnitee to the fullest extent permitted by law
if
Indemnitee was or is or becomes a party to or witness or other participant
in,
or is threatened to be made a party to or witness or other participant in,
any
threatened, pending or completed action, suit, proceeding or alternative
dispute
resolution mechanism, or any hearing, inquiry or investigation that Indemnitee
in good faith believes might lead to the institution of any such action,
suit,
proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other (hereinafter a "Claim") by reason
of (or
arising in part out of) any event or occurrence related to the fact that
Indemnitee is or was a director, officer, employee, agent or fiduciary of
the
Company, or any subsidiary of the Company, or is or was serving at the request
of the Company as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise, or by
reason
of any action or inaction on the part of Indemnitee while serving in such
capacity (hereinafter an “Indemnifiable
Event”)
against any and all expenses (including attorneys’ fees and all other costs,
expenses and obligations incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing
to
defend, be a witness in or participate in, any such action, suit, proceeding,
alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld) of such Claim and any federal, state, local or foreign taxes imposed
on the Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement (collectively, hereinafter “Expenses”),
including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses. Such payment of Expenses
shall
be made by the Company as soon as practicable but in any event no later than
thirty (30) days after written demand by Indemnitee therefor is presented
to the
Company.
(b) Reviewing
Party.
Notwithstanding the foregoing, (i) the obligations of the Company under Section
l(a) shall be subject to the condition that the Reviewing Party (as described
in
Section 10(e) hereof) shall not have determined (in a written opinion, in
any
case in which the Independent Legal Counsel referred to in Section 1(c) hereof
is involved) that Indemnitee would not be permitted to be indemnified under
applicable law, and (ii) the obligation of the Company to make an advance
payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense
Advance”)
shall
be subject to the condition that, if, when and to the extent that the Reviewing
Party determines that Indemnitee would not be permitted to be so indemnified
under applicable law, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid; provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction
to
secure a determination that Indemnitee should be indemnified under applicable
law, any determination made by the Reviewing Party that Indemnitee would
not be
permitted to be indemnified under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with respect thereto
(as to
which all rights of appeal therefrom have been exhausted or lapsed).
Indemnitee’s obligation to reimburse the Company for any Expense Advance shall
be unsecured and no interest shall be charged thereon. If there has not been
a
Change in Control (as defined in Section 10(c) hereof), the Reviewing Party
shall be selected by the Board of Directors, and if there has been such a
Change
in Control (other than a Change in Control which has been approved by a majority
of the Company’s Board of Directors who were directors immediately prior to such
Change in Control), the Reviewing Party shall be the Independent Legal Counsel
referred to in Section l(c) hereof. If there has been no determination by
the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part
under
applicable law, Indemnitee shall have the right to commence litigation seeking
an initial determination by the court or challenging any such determination
by
the Reviewing Party or any aspect thereof, including the legal or factual
bases
therefor, and the Company hereby consents to service of process and to appear
in
any such proceeding. Any determination by the Reviewing Party otherwise shall
be
conclusive and binding on the Company and Indemnitee.
(c) Change
in Control.
The
Company agrees that if there is a Change in Control of the Company (other
than a
Change in Control which has been approved by a majority of the Company’s Board
of Directors who were directors immediately prior to such Change in Control)
then with respect to all matters thereafter arising concerning the rights
of
Indemnitee to payments of Expenses and Expense Advances under this Agreement
or
any other agreement or under the Company’s Certificate of Incorporation or
By-laws as now or hereafter in effect, the Company shall seek legal advice
only
from Independent Legal Counsel (as defined in Section 10(d) hereof) selected
by
Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld). Such counsel, among other things, shall render its written opinion
to
the Company and Indemnitee as to whether and to what extent Indemnitee would
be
permitted to be indemnified under applicable law. The Company agrees to pay
the
reasonable fees of the Independent Legal Counsel referred to above and to
fully
indemnify such counsel against any and all expenses (including attorneys’ fees),
claims, liabilities and damages arising out of or relating to this Agreement
or
its engagement pursuant hereto.
(d) Mandatory
Payment of Expenses.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in defense of any
action, suit, proceeding, inquiry or investigation referred to in Section
(1)(a)
hereof or in the defense of any claim, issue or matter therein, Indemnitee
shall
be indemnified against all Expenses incurred by Indemnitee in connection
therewith.
(e) Tax
Gross Up.
The
amount of any indemnity payable to the Indemnitee will be computed in accordance
with the following formula:
B
A
=
————
1
-
C
where:
|
A
=
|
the
amount of indemnity payable by the Company to the Indemnitee pursuant
to
this Agreement
|
|
B
=
|
the
amount of indemnity that would otherwise be payable by the Company
to the
Indemnitee pursuant to this Agreement on the assumption that such
amount
is computed without reference to any increased liability of the
Indemnitee
under applicable income, payroll, value added or any other tax
laws
arising in consequence of such
payment,
|
|
C
=
|
the
aggregate of the highest effective rates of all taxes (including
all
surtaxes) under such tax laws applicable to the Indemnitee in respect
of
such payment, after giving effect to any applicable bilateral tax
convention or treaty, and
|
2. Expenses;
Indemnification Procedure.
(a) Advancement
of Expenses.
The
Company shall advance all Expenses incurred by Indemnitee. The advances to
be
made hereunder shall be paid by the Company to Indemnitee as soon as practicable
but in any event no later than five (5) days after written demand by Indemnitee
therefor to the Company.
(b) Notice/Cooperation
by Indemnitee.
Indemnitee shall, as a condition precedent to Indemnitee’s right to be
indemnified under this Agreement, give the Company notice in writing as soon
as
practicable of any Claim made against Indemnitee for which indemnification
will
or could be sought under this Agreement. Notice to the Company shall be directed
to the Chief Executive Officer of the Company at the address shown on the
signature page of this Agreement (or such other address as the Company shall
designate in writing to Indemnitee). In addition, Indemnitee shall give the
Company such information and cooperation as it may reasonably require and
as
shall be within Indemnitee’s power.
(c) No
Presumptions; Burden of Proof.
For
purposes of this Agreement, the termination of any claim, action, suit or
proceeding, by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere,
or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court
has
determined that indemnification is not permitted by applicable law. In addition,
neither the failure of the Reviewing Party to have made a determination as
to
whether Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by the Reviewing Party that
Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified under applicable
law, shall be a defense to Indemnitee’s claim or create a presumption that
Indemnitee has not met any particular standard of conduct or did not have
any
particular belief. In connection with any determination by the Reviewing
Party
or otherwise as to whether the Indemnitee is entitled to be indemnified
hereunder, the burden of proof shall be on the Company to establish that
Indemnitee is not so entitled.
(d) Notice
to Insurers.
If, at
the time of the receipt by the Company of a notice of a Claim pursuant to
Section 2(b) hereof, the Company has liability insurance in effect which
may
cover such Claim, the Company shall give prompt notice of the commencement
of
such Claim to the insurers in accordance with the procedures set forth in
the
respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all
amounts payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies. Nothing in this
Section 2(d) shall limit the Company’s obligations as otherwise provided for
herein, including the Company’s obligation to pay Expenses under Section 1(a) or
to advance Expenses under Section 2(a).
(e) Selection
of Counsel.
In the
event the Company shall be obligated hereunder to pay the Expenses of any
action, suit, proceeding, inquiry or investigation, the Company, if appropriate,
shall be entitled to assume the defense of such action, suit, proceeding,
inquiry or investigation with counsel approved by Indemnitee, upon the delivery
to Indemnitee of written notice of its election so to do. After delivery
of such
notice, approval of such counsel by Indemnitee and the retention of such
counsel
by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same action, suit, proceeding, inquiry or investigation; provided
that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any
such action, suit, proceeding, inquiry or investigation at Indemnitee’s expense
and (ii) if (A) the employment of counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have reasonably concluded
that
there may be a conflict of interest between the Company and Indemnitee in
the
conduct of any such defense, or (C) the Company shall not continue to retain
such counsel to defend such action, suit, proceeding, inquiry or investigation,
then the fees and expenses of Indemnitee’s counsel shall be at the expense of
the Company.
3. Additional
Indemnification Rights; Nonexclusivity.
(a) Scope.
The
Company hereby agrees to indemnify the Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically
authorized by the other provisions of this Agreement, the Company’s Certificate
of Incorporation, the Company’s By-laws or by statute. In the event of any
change after the date of this Agreement in any applicable law, statute or
rule
which expands the rights of the corporation to indemnify a member of its
board
of directors or an officer, employee, agent or fiduciary, it is the intent
of
the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any change in any applicable
law, statute or rule which narrows the rights of this Company to indemnify
a
member of its board of directors or an officer, employee, agent or fiduciary,
such change, to the extent not otherwise required by such law, statute or
rule
to be applied to this Agreement, shall have no effect on this Agreement or
the
parties’ rights and obligations hereunder.
(b) Nonexclusivity.
The
indemnification provided by this Agreement shall be in addition to any rights
to
which Indemnitee may be entitled under the Company’s Certificate of
Incorporation, its By-laws, any agreement, any vote of shareholders or
disinterested directors, the relevant business corporation law of the Company’s
state of incorporation, or otherwise. The indemnification provided under
this
Agreement shall continue as to Indemnitee for any action taken or not taken
while serving in an indemnified capacity even though Indemnitee may have
ceased
to serve in such capacity.
4. No
Duplication of Payments.
The
Company shall not be liable under this Agreement to make any payment in
connection with any action, suit, proceeding, inquiry or investigation made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, Certificate of Incorporation, By-laws
or
otherwise) of the amounts otherwise indemnifiable hereunder.
5. Partial
Indemnification.
If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of Expenses in the investigation, defense,
appeal or settlement of any civil or criminal action, suit, proceeding, inquiry
or investigation, but not, however, for all of the total amount thereof,
the
Company shall nevertheless indemnify Indemnitee for the portion of such Expenses
to which Indemnitee is entitled.
6. Mutual
Acknowledgment.
Both
the Company and Indemnitee acknowledge that in certain instances, Federal
law or
applicable public policy may prohibit the Company from indemnifying its
directors, officers, employees, agents or fiduciaries under this Agreement
or
otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities
and
Exchange Commission to submit the question of indemnification to a court
in
certain circumstances for a determination of the Company’s right under public
policy to indemnify Indemnitee.
7. Liability
Insurance.
To the
extent the Company maintains liability insurance applicable to directors,
officers, employees, agents or fiduciaries, Indemnitee shall be covered by
such
policies in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors, if
Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a
director of the Company but is an officer; or of the Company’s key employees,
agents or fiduciaries, if Indemnitee is not an officer or director but is
a key
employee, agent or fiduciary.
8. Exceptions.
Any
other provision herein to the contrary notwithstanding, the Company shall
not be
obligated pursuant to the terms of this Agreement:
(a) Excluded
Action or Omissions.
To
indemnify Indemnitee for acts, omissions or transactions from which Indemnitee
may not be relieved of liability under applicable law.
(b) Claims
Initiated by Indemnitee.
To
indemnify or advance expenses to Indemnitee with respect to proceedings or
claims initiated or brought voluntarily by Indemnitee and not by way of defense,
except (i) with respect to proceedings brought to establish or enforce a
right
to indemnification or advancement of expenses under this Agreement or any
other
agreement or insurance policy or under the Company’s Certificate of
Incorporation or By-laws now or hereafter in effect relating to Claims for
Indemnifiable Events, (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such suit, or (iii) as otherwise required
under the applicable provisions of the business corporation law of the Company’s
state of incorporation, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance expense payment
or
insurance recovery, as the case may be.
(c) Lack
of Good Faith.
To
indemnify Indemnitee for any expenses incurred by the Indemnitee with respect
to
any proceeding instituted by Indemnitee to enforce or interpret this Agreement,
if a court of competent jurisdiction determines that each of the material
assertions made by the Indemnitee in such proceeding was not made in good
faith
or was frivolous; or
(d) Claims
Under Section 16(b).
To
indemnify Indemnitee for expenses and the payment of profits arising from
the
purchase and sale by Indemnitee of securities in violation of Section 16(b)
of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”),
or
any similar successor statute.
9. Period
of Limitations.
No
legal action shall be brought and no cause of action shall be asserted by
or in
the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs,
executors or personal or legal representatives after the expiration of two
(2)
years from the date of accrual of such cause of action, and any claim or
cause
of action of the Company shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within such two (2)-year
period;
provided,
however,
that if
any shorter period of limitations is otherwise applicable to any such cause
of
action, such shorter period shall govern.
10. Construction
of Certain Phrases.
(a) For
purposes of this Agreement, references to the “Company”
shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation
or
merger which, if its separate existence had continued, would have had power
and
authority to indemnify its directors, officers, employees, agents or
fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent or fiduciary of such constituent corporation, or is or was serving
at the
request of such constituent corporation as a director, officer, employee,
agent
or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting
or
surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.
(b) For
purposes of this Agreement, references to “other
enterprise”
shall
include employee benefit plans; references to "fines"
shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and references to “serving
at the request of the Company”
shall
include any service as a director, officer, employee, agent or fiduciary
of the
Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit
plan,
its participants or its beneficiaries.
(c) For
purposes of this Agreement a “Change
in Control”
shall
be deemed to have occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the shareholders of the Company
in
substantially the same proportions as their ownership of stock of the Company,
is or becomes the “beneficial
owner”
(as
determined in accordance with Rule 13d-3 under said Exchange Act), directly
or
indirectly, of securities of the Company representing more than twenty percent
(20%) of the total voting power represented by the Company’s then outstanding
Voting Securities, (ii) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board
of
Directors or nomination for election by the Company’s shareholders was approved
by a vote of at least two thirds (2/3) of the directors then still in office
who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason
to
constitute a majority thereof, or (iii) the shareholders of the Company approve
a merger or consolidation of the Company with any other corporation other
than a
merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either
by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series
of
transactions) all or substantially all of the Company’s assets.
(d) For
purposes of this Agreement, “Independent
Legal Counsel”
shall
mean an attorney or firm of attorneys, selected in accordance with the
provisions of Section 1(c) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three years (other
than
with respect to matters concerning the rights of Indemnitee under this
Agreement, or of other indemnitees under similar indemnity
agreements).
(e) For
purposes of this Agreement, a “Reviewing
Party”
shall
mean any appropriate person or body consisting of a member or members of
the
Company’s Board of Directors or any other person or body appointed by the Board
of Directors who is not a party to the particular Claim for which Indemnitee
is
seeking indemnification, or Independent Legal Counsel.
(f) For
purposes of this Agreement, “Voting
Securities”
shall
mean any securities of the Company that vote generally in the election of
directors.
11. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original.
12. Binding
Effect; Successors and Assigns.
This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns, including
any
direct or indirect successor by purchase, merger, consolidation or otherwise
to
all or substantially all of the business and/or assets of the Company, spouses,
heirs, and personal and legal representatives. The Company shall require
and
cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part,
of
the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company
would
be required to perform if no such succession had taken place. This Agreement
shall continue in effect regardless of whether Indemnitee continues to serve
as
a director of the Company or of any other enterprise at the Company’s
request.
13. Attorneys’
Fees.
In the
event that any action is instituted by Indemnitee under this Agreement or
under
any liability insurance policies maintained by the Company to enforce or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled
to be
paid all Expenses incurred by Indemnitee with respect to such action, regardless
of whether Indemnitee is ultimately successful in such action, and shall
be
entitled to the advancement of Expenses with respect to such action, unless
as a
part of such action the court of competent jurisdiction over such action
determines that each of the material assertions made by Indemnitee as a basis
for such action were not made in good faith or were frivolous. In the event
of
an action instituted by or in the name of the Company under this Agreement
to
enforce or interpret any of the terms of this Agreement, Indemnitee shall
be
entitled to be paid all Expenses incurred by Indemnitee in defense of such
action (including costs and expenses incurred with respect to Indemnitee’s
counterclaims and cross-claims made in such action), and shall be entitled
to
the advancement of Expenses with respect to such action, unless as a part
of
such action the court having jurisdiction over such action determines that
each
of Indemnitee’s material defenses to such action were made in bad faith or were
frivolous.
14. Notice.
All
notices, requests, demands and other communications under this Agreement
shall
be in writing and shall be deemed duly given (i) if delivered by hand and
receipted for by the party addressee, on the date of such receipt, or (ii)
if
mailed by domestic certified or registered mail with postage prepaid, on
the
third business day after the date postmarked. Addresses for notice to either
party are as shown on the signature page of this Agreement, or as subsequently
modified by written notice.
15. Consent
to Jurisdiction.
The
Company and Indemnitee each hereby irrevocably consent to the jurisdiction
of
the courts of the State of Delware for all purposes in connection with any
action or proceeding which arises out of or relates to this Agreement and
agree
that any action instituted under this Agreement shall be commenced, prosecuted
and continued only in the Superior Court of the State of Delaware in and
for
Kent County, which shall be the exclusive and only proper forum for adjudicating
such a claim.
16. Severability.
The
provisions of this Agreement shall be severable in the event that any of
the
provisions hereof (including any provision within a single section, paragraph
or
sentence) are held by a court of competent jurisdiction to be invalid, void
or
otherwise unenforceable, and the remaining provisions shall remain enforceable
to the fullest extent permitted by law. Furthermore, to the fullest extent
possible, the provisions of this Agreement (including, without limitations,
each
portion of this Agreement containing any provision held to be invalid, void
or
otherwise unenforceable, that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
17. Choice
of Law.
This
Agreement shall be governed by and its provisions construed and enforced
in
accordance with the laws of the State of Delaware, as applied to contracts
between Delaware residents, entered into and to be performed entirely within
the
State of Delaware, without regard to the conflict of laws principles
thereof.
18. Subrogation.
In the
event of payment under this Agreement, the Company shall be subrogated to
the
extent of such payment to all of the rights of recovery of Indemnitee, who
shall
execute all documents required and shall do all acts that may be necessary
to
secure such rights and to enable the Company effectively to bring suit to
enforce such rights.
19. Amendment
and Termination.
No
amendment, modification, termination or cancellation of this Agreement shall
be
effective unless it is in writing signed by both the parties hereto. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute
a
waiver of any other provisions hereof (whether or not similar) nor shall
such
waiver constitute a continuing waiver.
20. Integration
and Entire Agreement.
This
Agreement sets forth the entire understanding between the parties hereto
and
supersedes and merges all previous written and oral negotiations, commitments,
understandings and agreements relating to the subject matter hereof between
the
parties hereto, including without limitation, any indemnification agreements
previously entered into between the Company and Indemnitee.
21. No
Construction as Employment Agreement.
Nothing
contained in this Agreement shall be construed as giving Indemnitee any right
to
be retained in the employ of the Company or any of its
subsidiaries.
**********
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date first above
written.
| ORAMED PHARMACEUTICALS, INC. | ||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
AGREED
TO AND ACCEPTED:
INDEMNITEE:
____________________________________
(signature)
____________________________________
(print
name)
____________________________________
(address)
