Consulting Agreement, dated April 18, 2022, by and between Chemomab Ltd. and Dr. Adi Mor

The parties hereto hereby declare and approve, that this Agreement is a Contractors Agreement within the meaning of the Israeli Contractors Law – 1974 (the “Contractors Law”), and that in accordance with the Consultant’s Representative demand, he will act as an independent contractor as part of the Consultant, and that as a result of this engagement, no employment related rights shall be created for the Consultant's representative or the Consultant vis-a-vis the Company or any related party, and neither the Company nor any related party shall be liable towards the Consultant in respect of any obligation or payment imposed by law on any employer. The Consultant's Representative and the Consultant declare and confirm that:

They understand all the terms of the engagement set forth hereunder, as per their request.

The request of Consultant's Representative to engage with the Company, through the Consultant and not as an employee, was made out of his own free will and after he consulted with third parties, including attorneys.

Despite the fact that the Company has offered the Consultant’s Representative to provide the Services as an employee of the Company, the Consultant’s Representative has demanded that the engagement shall be as set forth hereunder, after having examined alternative manners to engage, and after having evaluated the implications resulting therefrom, including waiving the possibility of raising a future claim against the Company or any related party concerning any amount or entitlement in connection with the existence of employment relations. This- in light of his conscious demand to be engaged as an independent contractor rather than an employee.

Each party is aware that only on the basis of the aforesaid, the Company agreed to enter into this Agreement, under its terms, and that in any other case the terms of the Agreement were significantly different.

The Consultant and the Consultant’s Representative confirm that the Consideration for the Services was determined after taking into account the fact that the Company offered the Consultant’s Representative to be engaged as an employee of the Company, on the basis of the terms negotiated in writing between them, however the Consultant’s Representative rejected this offer and decided, as a result of his own financial considerations, to operate as an independent contractor through the Consultant, rather than as an employee, whilst obligating, as detailed in this Agreement, that the Company or anyone acting on its behalf, will not bear any additional costs in connection with the engagement set forth herein, including in connection with employment related entitlements; salary and Benefits and other Payments, as this term is defined in section 5.3 below, which comprise of all of the payments which an employer is obligated to pay to an employee, as well as compensation of any kind, including non-monetary compensation.

Therefore, in accordance with an agreed calculation between the Company, the Consultant and the Consultant's Representative, the Company increased by about 30% the consideration offered from the outset to the Consultant's Representative in order (and as a result of the Consultant's Representative demand to engage as an independent contractor) to cover the Consultant's expenses as an independent contractor, including in respect of the salary and customary contributions to severance, pension and disability insurance for the Consultant's Representative, annual leave fees according to the minimum quota set by the aw, sickness pay according to the minimum quota set by the law, travel expenses, convalescence fees and employer's contributions in respect of Bituach Leumi (together: “Benefits and other Payments”).

The Consultant undertakes to pay at its expense to the Consultant’s Representative his salary and the full Benefits and other Payments, including purchasing for the benefit of the Consultant’s Representative pension coverage with acceptable terms, and paying in full all required tax payments and other mandatory payments, all throughout the term of this Agreement.

The Consultant and the Consultant’s Representative hereby undertake not to raise any claim against the Company or anyone acting on its behalf in connection with any payment or any right in connection with employment relations.

The Consultant and the Consultant’s Representative shall, together and severely, indemnify and hold the Company, or any person on its behalf, harmless, for any expense of the Company, damage or losses incurred thereby, or against the payment by the Company of any other payment (including attorneys' fee), immediately upon the receipt of its first request, as long as these: (1) are related to a determination concerning the existence of an employee-employer relationship between the Consultant’s Representative, the Consultant or anyone on their behalf and the Company or anyone on its behalf; or (2) result from any act, omission or negligence on the part of the Consultant’s representative, the Consultant or anyone on their behalf, related to the provision of the services under this Agreement.

Any right granted to the Company to instruct and/or supervise over the Services by the Consultant or the Consultant’s Representative is granted in order to ensure the performance of the Services, according to the demands of the Company, and does not imply or support an employer -employee relationship between the Company and the Consultant’s Representative.

In light of the foregoing, should it be held by the labor court, or any other competent authority, including a governmental entity, that the Consultant’s Representative provided the Services as an “employee”, the Consultant and Consultant’s Representative declare that the Consultant’s Representative received from the Company the full payments to which he was entitled as an employee (including salary, Payments and other Benefits and Bituach Leumi payments) and therefore will not be entitled to receive any additional payment or compensation of any kind whatsoever, including a non-monetary compensation.

The Consultant’s Representative does not have currently and shall not have during the term of the provision of the Services, any outstanding agreement or obligation that is or will be in conflict with any of the provisions of this Agreement, or that would preclude the Consultant from complying with the provisions hereof or otherwise restrict the Consultant in any way in performing the Services.

In signing this Agreement there is no breach of any other third-party agreement to which the Consultant Representative is a party and its signing of this Agreement does not require the approval of any third-party.

The Consultant shall comply with all Company disciplinary regulations, work rules, policies, procedures and objectives, which are relevant to the performance of the Services.

The Company may monitor the Consultant’s use of its Systems (as defined below) and copy, transfer and disclose such electronic communications and content transmitted by or stored in such Systems, in pursuit of the Company’s legitimate business interests, all in accordance with the Company’s policies in place from time to time, and subject to applicable law. For the purposes of this Section, the term “Systems” includes all of the Company’s owned or leased computers (including laptops), corporate email correspondence on mobile phones, smartphones and other mobile devices, keys, PDAs, credit cards, printers, card access to any company building, files, e-mails, tapes, programs, records and software, computer access codes or disks, and other similar systems.

The Consultant shall not solicit or accept in connection with the performance of the Services, any gift, benefit, favor, loan, or any other thing of monetary value, from a person or an entity (other than the Company or its affiliates) who is or is possibly connected, directly or indirectly, to either the business of the Company, a competitor of the Company or a potential competitor of the Company.

The Consultant shall at all times during the term of this Agreement continue to be wholly owned, exclusively by the Consultant’s Representative and her spouse.

The preamble and the annexes hereto shall form an integral part of this Agreement and shall be construed as a provision of its provisions.

All headings of the Sections and Subsections of this Agreement are intended for convenience of reference and shall not be used for the purposes of construing this Agreement.

The Consultant shall not be entitled to assign, transfer, convert or commit to another person or entity or perform through another person or entity this Agreement or any part thereof, or its rights or obligations according to this Agreement.

The Consultant hereby waives its right to a lien under section 5 of the Contractors Law or under any other law.

This Agreement and its Annexes duly singed, supercede all the arrangements between the parties regarding the matters mentioned therein and they cancel any presentation, agreement or memorandum of understandings previously made between the parties, whether orally or in writing, express or implied. The rights of the parties shall henceforth be solely subject to the terms of this Agreement and its Annexes. Any amendments to this Agreement and its Annexes shall be made in writing only and duly signed by all parties.

No action, provision or avoidance of action or provision under the provisions of this Agreement shall be construed as a modification of the legal relations between Consultant and the Company or as imposing any liability or obligation of the Consultant under this Agreement or under any law on the Company or as a release of the Consultant from its liability or altering its liability under this Agreement or under any law.

the Consultant acknowledges that the Consultant may have access to confidential information related to the Company, its business, assets, financial position, affairs, activities, plans and projections, customers, suppliers, business partners and other third parties to whom the Company undertook to keep information of such party in confidence (the “Confidential Information”). Confidential Information shall include, without limitation, any information, whether or not marked or designated as confidential, concerning technology, products (whether finished or under development), research and development, patents, copyrights, inventions, trade secrets, test results, formulae, processes, data, know-how, marketing, promotion, business and financial plans, policies, practices, strategies, surveys, analyses and forecasts, financial information, customer lists, agreements, contracts, transactions, undertakings and data concerning employees, consultants, officers, directors and shareholders. Confidential Information includes information in any form or media, whether documentary, written, oral, magnetic, electronically transmitted, through presentation or demonstration or computer generated. Confidential Information shall include any information in any form, including documents whether oral or in writing or stored on magnetic or electronic media. Confidential Information shall not include information that has become part of the public domain not as a result of a breach of this Undertaking by the Consultant.

The Consultant acknowledges and understands that the engagement by the Company and the access to Confidential Information creates a relationship of confidence and trust with respect to such Confidential Information.

During the term of the Consultant’s engagement and at any time after termination or expiration thereof, for any reason, the Consultant shall keep in strict confidence and trust, shall safeguard, and shall not disclose to any person or entity, nor use for its own benefit or for the benefit of any party other than the Company, any Confidential Information, other than with the prior express consent of the Company.

Any rights, titles and interests in and to Confidential Information are and shall remain the sole and exclusive property of the Company or of the third party providing such Confidential Information to the Company, as the case may be. Without limiting the generality of the foregoing, the Consultant agrees and acknowledges that all memoranda, books, notes, records, communications (whether by email or otherwise), reports, charts, formulae, specifications, lists and any other documents (contained on any media whatsoever) made, reproduced, compiled, received, held or used by the Consultant in connection with the engagement by the Company or that otherwise relates to any Confidential Information (the “Confidential Material”), shall be the Company’s sole and exclusive property and shall be deemed Confidential Information. All originals, copies, reproductions and summaries of the Confidential Material shall be delivered by the Consultant to the Company upon termination or expiration of the Consultant’s engagement for any reason, or earlier at the request of the Company, without the Consultant retaining any copies or being entitled to any lien rights thereof.

During the term of the Consultant’s engagement with the Company, the Consultant shall not remove from the Company’s offices or premises any Confidential Material unless and to the extent necessary in connection with the duties and responsibilities of the Consultant and permitted pursuant to then applicable policies and regulations of the Company. In the event that such Confidential Material is duly removed from the Company’s offices or premises, the Consultant shall take all actions necessary in order to secure the safekeeping and confidentiality of such Confidential Material and return the Confidential Material to their proper files or location immediately after such use.

During the term of the Consultant’s engagement with the Company, the Consultant will not improperly use or disclose any proprietary or confidential information or trade secrets belonging to any other entity to whom the Consultant has an obligation of confidentiality and/or non-use (including, without limitation, any academic institution or any entity related thereto) ("Prior Contractor") without a proper approval or consent. The Consultant will not bring onto the premises of the Company any confidential documents or any property, belonging to any Prior Contractor , unless such property, documents or information become generally available to the public or are consented to in writing by the Prior Contractor.

The Consultant undertakes that during the term of engagement with the Company the Consultant shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which competes with the business of the Company.

The Consultant undertakes that for a period of twelve (12) months following termination of the Consultant’s engagement with the Company for whatever reason the Consultant shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which is reasonably likely to involve or require the use of any of the Company’s Major Assets. the Consultant confirms that engagement, establishment, opening or involvement, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which competes with the business of the Company as conducted during the term of engagement or contemplated, during such term, to be conducted, is likely to require the use of all or a portion of the Company’s Major Assets.

The Consultant undertakes that during the term of engagement with the Company and for a period of twelve (12) months thereafter: (i) the Consultant shall not, directly or indirectly, solicit any employee of the Company or induce or attempt to induce any such employee to terminate or reduce the scope of such employee’s engagement with the Company and shall not hire or retain any such employee whether directly or indirectly; and (ii) the Consultant shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any consultant, service provider, agent, distributor, customer or supplier of the Company to terminate, reduce or modify the scope of such person’s engagement with the Company.

The Consultant will notify and disclose in writing to the Company, or any persons designated by the Company all information, improvements, inventions, trademarks, works of authorship, designs, trade secrets, formulae, processes, techniques, know-how, and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Consultant, either alone or jointly with others, during the Consultant’s engagement with the Company (including after the working hours, during weekends or vacations) (all such information, improvements, inventions, trademarks, works, designs, trade secrets, formulae, processes, techniques, know-how, and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention as applicable.

Consultant agrees that all the Inventions are, upon creation or invention shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all title, rights and interest in and to any patents, copyrights, trade secrets and all other rights of any kind or nature, including moral rights, in connection with such Inventions. the Consultant hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) all title, rights and interest in and to any patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and design-related rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the same; (vi) and all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. the Consultant also hereby forever waives and agrees never to assert any and all Moral Rights (as defined hereafter) the Consultant may have in or with respect to any Inventions, even after termination of engagement on behalf of the Company. “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.

The Consultant shall not be entitled to any monetary consideration or any other consideration except as explicitly set forth in the Consulting Agreement or except as explicitly set forth in any other special agreement or arrangement with respect to the matter set forth herein executed in writing and duly signed by the Company. Without limitation of the foregoing, the Consultant irrevocably confirms that the consideration explicitly set forth in the Consulting Agreement is in lieu of any rights for compensation that may arise in connection with the Inventions under applicable law and waives any right to claim royalties or other consideration with respect to any Invention, including under Section 134 of the Israeli Patent Law - 1967. Any oral or written understanding, communication or agreement with respect to the matters set forth herein, not memorialized in writing and duly signed by the Company, shall be void.

General.

The Consultant represents that the performance of all the terms of this Undertaking and the Consultant’s duties as a consultant of the Company does not and will not breach any invention assignment, proprietary information, non-compete, confidentiality or similar obligations to any third party or any third party rights (including, without limitation, any academic institution or any entity related thereto). The Consultant acknowledges that the Company is relying upon the truthfulness and accuracy of such representations in its decision to engage with the Consultant.

The Consultant acknowledges that the provisions of this Undertaking reflect the reasonable requirements of the Company in order to protect its legitimate interests with respect to the subject matter hereof.

The Consultant recognizes and acknowledges that in the event of a breach or threatened breach of this Undertaking by the Consultant, the Company may suffer irreparable harm or damage and will, therefore, be entitled to injunctive relief to enforce this Undertaking (without limitation to any other remedy at law or in equity).

This Undertaking is governed by and construed in accordance with the laws of the State of Israel. Any and all disputes in connection with this Undertaking shall be submitted to the exclusive jurisdiction of the competent courts or tribunals, as relevant, located in the city of Tel- Aviv-Jaffa, Israel.

If any provision of this Undertaking is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be deemed amended as if the invalid, illegal or unenforceable sections have been removed from this Undertaking only with respect to such jurisdiction in which such clause or provision cannot be enforced. In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law.

The provisions of this Undertaking shall continue and remain in full force and effect following the termination or expiration of the engagement between the Company and the Consultant, for whatever reason. This Undertaking shall not serve in any manner so as to derogate from any of the Consultant’s obligations and liabilities under any applicable law.

No amendment, waiver or modification of any obligation under this Undertaking will be enforceable unless set forth in a writing signed by the Company. No delay or failure to require performance of any provision of this Undertaking shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Undertaking as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

This Undertaking, the rights of the Company hereunder, and the obligations of the Consultant hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights under this Undertaking. The Consultant may not assign, convert or otherwise transfer any of the Consultant’s obligations under this Undertaking, except with the prior written consent of the Company.