JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (this " Agreement ") is made as of June 1 2010, by and
between Laser Detect Systems Ltd. , a company organized under the laws of the State of Israel with
principal offices at 11 Granit St., Qiryat Arie, PO Box 10168, Petach Tikva 49514, Israel (" Laser "), and
Oramed Ltd. , a company organized under the laws of the State of Israel with principal offices at Hi-Tech Park
2/5 Givat-Ram, PO Box 39098, Jerusalem 91390, Israel (" Oramed ") (Laser and Oramed are referred to
herein as the " Founding Shareholders ").
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this
Agreement (the " Parties ") hereby agree as follows:
1.1 Purpose . The Founding Shareholders shall cause the Company to be incorporated under the
laws of the state of Israel as a private company with limited liability, which will be operated by them pursuant to
the terms of this Agreement for the purposes of developing pharmaceutical products for the oral delivery of
peptides pursuant to the License Agreement.
1.2 Articles . The Company shall be organized in accordance with the provisions of this
Agreement. Promptly upon incorporation, the Parties shall cause the Company to adopt this Agreement and
approve the acts of the Parties carried out in the name of the Company pursuant to Israeli law. The articles of
association of the Company (the " Articles ") shall be in a form mutually agreed between the Founding
Shareholders. In case of any contradiction between the provisions of this Agreement and the Articles, the
provisions of the Articles shall prevail and govern in the relationship between the Parties.
1.3 Offices . The Company’s offices shall be located in Oramed’s offices at Hi-Tech Park 2/5
Givat-Ram, Jerusalem 91390, Israel. The Company will