0001144204-10-003450 Sample Contracts

THIRD AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • January 25th, 2010 • PROLOR Biotech, Inc. • Pharmaceutical preparations

This Third Amendment to Consulting Agreement (this “Amendment”) is made as of this 24th day of January, 2010 by and between PROLOR Biotech INC., a Nevada corporation (the “Company”), and Avri Havron (“Executive”), and amends that certain Consulting Agreement, dated January 1, 2007, between Modigene Inc., a Delaware corporation (“Modigene DE”), and Executive, as amended by that certain First Amendment to Consulting Agreement, dated February 29, 2008 between Employer and Executive (the “First Amendment”), as amended by that certain Second Amendment to Consulting Agreement, dated July 17, 2008 between Employer and Executive (the “Second Amendment”) (as amended, restated, supplemented or modified from time to time, the “2007 Agreement”).

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FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 25th, 2010 • PROLOR Biotech, Inc. • Pharmaceutical preparations

This Fourth Amendment to Employment Agreement (this “Amendment”) is made as of this 24th day of January, 2010 by and between PROLOR Biotech, INC., a Nevada corporation (“Employer”), and SHAI NOVIK (“Executive”), and amends that certain Employment Agreement, dated December 14, 2005, between Modigene Inc., a Delaware corporation (“Modigene DE”), and Executive, as amended by that certain First Amendment to Employment Agreement, dated July 27, 2006 between Modigene DE and Executive (the “First Amendment”), and as amended by that certain Second Amendment to Employment Agreement, dated February 29, 2008 between Employer and Executive (the “Second Amendment”), and as amended by that certain Third Amendment to Employment Agreement, dated July 17, 2008 between Employer and Executive (the “Third Amendment”) (as amended, restated, supplemented or modified from time to time, including pursuant to the First Amendment, Second Amendment, Third Amendment, the “2005 Agreement”).

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