EXHIBIT 1.1

                         [AMENDED AND RESTATED VERSION]

12.7.01

                             THE COMPANIES ORDINANCE
                            COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       Of

                            TIKCRO TECHNOLOGIES LTD.

1.   The name of the Company is: Tikcro Technologies Ltd.

2.   The objects for which the Company is established are:

     (a)  (i)  To engage in the activity or business of developing,
               manufacturing, producing, processing, vending, purchasing,
               licensing (as licensor or licensee), leasing (as lessor or
               lessee), importing, exporting, supplying, distributing, acting as
               agent for or dealer in, or otherwise handling or dealing in any
               products, materials, goods, wares, merchandise and movable
               property of every kind and description, and to engage in the
               activity or business of furnishing, supplying, buying, selling,
               promoting, leasing (as lessor or lessee), licensing (as licensor
               or licensee), importing, exporting, distributing, acting as agent
               for or dealer in, or otherwise handling or dealing in, any
               service.

          (ii) To acquire, create, form, operate, encourage or otherwise promote
               or manage any kind of enterprise.

     (b)  To engage, directly or indirectly, in any lawful undertaking or
          business whatsoever, mercantile, manufacturing or otherwise, in which
          it is lawful for a company to engage, or in which it would be lawful
          for an individual to engage, and to have and exercise all powers
          conferred by the State of Israel on companies organized for profit
          under the companies laws of the State of Israel.

     (c)  To hold lands generally, purchase, take on lease or exchange or
          acquire with or without consideration any rights or interests in land,
          buildings, structures or plantations of any type or description
          whatsoever, to erect, construct, improve, repair, furnish, enlarge,
          alter or demolish any building or structure, sell, lease, exchange,
          mortgage or otherwise dispose of, with or without consideration, and
          generally to deal in lands, buildings, structures and plantations upon
          such terms and conditions as the Company may deem fit.

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     (d)  To form, promote, organize and assist or aid in forming, promoting or
          organizing of companies, syndicates or partnerships of all kinds for
          the purpose of acquiring and undertaking any property and liabilities
          of the Company and of advancing, directly or indirectly, the
          attainment of any of the objects thereof, or for any other purpose
          which the Company may think expedient, and to take or otherwise
          acquire, hold and dispose of shares, debentures and other securities
          in or of any such company and to subsidize or otherwise assist any
          such company.

     (e)  To apply for, obtain, acquire, hold maintain, exploit and sell and
          transfer permits, licenses, leases and other rights and interests of
          any kind which entitle, permit or enable the Company to engage in any
          business or activity which the Company is authorized to engage in.

     (f)  To carry on the business of owners, managers and operators of hotels,
          rest houses and recreation houses, cafes, pension houses, clubs,
          restaurants and bars.

     (g)  To apply for, purchase or otherwise acquire and obtain, whether in
          Israel or abroad, any patents, patent rights, brevets d'Invention,
          licenses, protections and concessions and any rights of use or
          exploitation thereof thereunder (hereinafter collectively referred to
          as "patent rights") which, in the opinion of the Company, may appear
          likely to be advantageous to the company and to protect, prolong and
          renew the same, and also to use patent rights, to work in accordance
          therewith, to exploit and derive any benefit from the same, to enter
          into agreements and do all acts regarding the use or exploitation or
          derivation of any benefit whatsoever from patent rights, and to sell
          or otherwise transfer patent rights, and to grant licenses and
          privileges in respect of the same.

     (h)  To enter into any arrangements with the State of Israel, or with any
          other state or with any government or authority, whether supreme,
          municipal, local or otherwise, which may seem conducive to the
          Company's objects or any of them and to obtain from any such state,
          government or authority any concessions, grants, rights or privileges
          whatsoever as the Company may think fit or which seem to the Company
          capable of being turned to account, and to comply with, work, develop,
          carry out, exercise and turn to account any such arrangements,
          concessions, grants, rights or privileges.

     (i)  To enter into any partnership or arrangement in the nature of a
          partnership, cooperation or union of interests with any company or
          person engaged or interested or about to become engaged or interested
          in the establishment, carrying on or conduct of any business or
          enterprise which the Company is authorized to establish, carry on or
          conduct, or from which the Company would or might derive any benefit,
          whether direct or indirect, and to subsidize or aid any company or
          person whatsoever.

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     (j)  To borrow and raise monies and secure the repayment thereof in the
          manner and on the terms as the Company may deem advisable, and
          particularly by the issue of debentures, debenture stock, bonds,
          obligations, mortgages and securities of all kinds and for that
          purpose to mortgage and charge in any manner whatsoever the Company's
          property, in whole or in part, present and future, whether movable or
          immovable, including its uncalled capital and any specific property
          and any of the rights of the Company.

     (k)  To lend monies and to grant credits to any person in such manner and
          upon such conditions as the Company may deem expedient and to receive
          from those to whom the Company shall lend monies or grant credit or
          for whom the Company shall give guarantees, all such securities as the
          Company may deem fit, including debentures, debenture stocks, bonds,
          obligations, mortgages on immovables and movable property and other
          pledges and charges, including floating charges, and to sell,
          transfer, assign, surrender, release or discharge all such securities
          on such terms and conditions as the Company may deem fit.

     (l)  To guarantee for any other person the payment of monies and the
          performance of agreements, contracts and undertakings and to secure
          the performance of the guarantee by securities (as hereinbefore
          specified) and to redeem, discharge and pay off all such securities.

     (m)  To participate in the establishment, formation, management of
          businesses, concerns or transactions of any industrial enterprise and
          to participate in the supervision or control thereof and for such
          purpose to act as directors or sole director and to appoint managers,
          accountants or experts or attorneys and to remunerate them for their
          work.

     (n)  To engage in the management of or consulting to businesses,
          transactions and ventures, whether commercial or otherwise, connected
          with the business of the Company or incidental thereto.

     (o)  To undertake and engage in the business of agents and representatives
          and to receive monies, securities, assets and chattels of any kind for
          transfer, safeguarding or dealing as the Company will deem conducive
          to its principal objects, either with or without consideration and in
          any manner whatsoever.

     (p)  To establish any trust for the issue, with preferred, deferred or
          other rights, of stock and securities or certificates or other
          documents based on or representing shares, stock or other assets
          allocated for the objects of any such trust, and to determine, arrange
          and, if the Company shall think fit, to undertake and to execute any
          such trust, and to issue, hold or transfer to others any stock,
          securities and certificates or other documents conferring preferred,
          deferred or other rights as aforesaid.

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     (q)  To act as trustee by virtue of any document creating or securing
          debentures, debenture stock, obligations or other securities and to
          undertake and execute any trust duties and to undertake to perform the
          duties of directors, receivers, treasurers, custodians and trust
          company and to act in any such capacity.

     (r)  To undertake and perform the duties of trusteeships, the
          implementation of which may be desirable, whether for reward or
          otherwise.

     (s)  To appoint any company or person as trustees for the holding of
          securities for the Company and for the protection of its interests.

     (t)  To hold on behalf of others any property which the Company is entitled
          to acquire.

     (u)  In connection with the principal objects of the Company or in relation
          thereto, to purchase or otherwise acquire and undertake whether as a
          going concern or otherwise, any business of any person or company or
          any property, assets, goodwill, rights and liabilities of the
          proprietors of that business, whether connected with or incidental to
          such business.

     (v)  To amalgamate or merge with any company and to do all acts and things
          (whether by the formation of companies or otherwise) required or
          conducive to the amalgamation or merger of the activities of any
          companies, concerns, firms or industries of all kinds, and to
          establish concerns for the sale of their products.

     (w)  To engage in the exploration and the exploitation of natural
          resources, including minerals, underground strata, subsea water, seas,
          lakes, rivers, brooks, wells, springs, pools, whether stagnant or
          running.

     (x)  To deal in metals, salts, acids, alkalines and other chemicals, basic
          or compound, rubber, precious stones and pearls, electricity,
          electrical works, radio, leather, paper, glass, wood, stone, minerals,
          building materials of all kinds and raw materials of all kinds.

     (y)  To deal in and grow plants, wild, cultivated and others, fruits and
          vegetables, animals of all descriptions, and in all kinds of food
          stuffs.

     (z)  To carry on commercial and industrial agencies of all branches and
          kinds.

     (aa) To carry on the business of transportation of any kind by land, sea
          and air.

     (bb) To engage in industry and manufacture, build, erect, extend, improve,
          maintain and supervise, control and manage factories and workshops,
          laboratories and installations and to engage in research and
          experiments for the advancement of science and to deal in products of
          any kind.

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     (cc) To build, construct, erect, expand, improve, develop, supervise or
          maintain stores, garages, workshops, works for the supply of light and
          heat, water works, shops, hotels, clubs, places of worship, reading
          rooms, restaurants, baths, bathing beaches, places of entertainment,
          parks, dwelling houses and other buildings and all constructions and
          other conveniences which the Company may think useful or necessary.

     (dd) To engage in all scientific, technical and other research and
          experiments, including such research and experiment for the purpose of
          improving or seeking to improve any inventions and patent rights which
          the Company shall be entitled to, or shall acquire or propose to
          acquire.

     (ee) To sell or otherwise liquidate the property or any investment of the
          Company.

     (ff) To insure the Company, its property, installations, undertakings,
          business and operations, in whole or in part, against all damage,
          loss, risk or liability.

     (gg) To provide for the welfare of employees or ex-employees of the Company
          and of their wives, families, relatives or dependents by building or
          contributing to the building of houses or flats or by grant of
          pensions, allowances, bonus or other payments or by creating,
          subscribing or contributing to provident funds, associations,
          institutions, funds or trusts or by establishing or subscribing or
          contributing towards places of instruction or rest, hospitals,
          dispensaries or by giving medical or other attendance or in any other
          manner as the Company shall think fit.

     (hh) To invest and deal with the monies of the Company not immediately
          required for the business of the Company in such manner as the Company
          may from time to time determine.

     (ii) To sell, lease, mortgage, abandon or otherwise transfer the Company's
          undertaking, in whole or in part, for such consideration as the
          Company may deem fit, and in particular in consideration for shares,
          debentures or securities of any company having objects wholly or
          partly similar to those of the Company.

     (jj) To distribute among its members in specie or kind the property or
          assets of the Company in whole or in part, or any proceeds of sale or
          disposal of any property or assets of the Company, but so that no
          distribution amounting to a reduction of capital shall be made except
          with the sanction required by law.

     (kk) To cause and procure the registration or recognition of the Company
          in, or under the laws of, any country or place in the world, to obtain
          and cause the enacting of any law, enactment, ordinance or
          administrative or judicial order or otherwise in Israel or any other
          country or place in the world in order to enable the Company to attain
          its objects and to take all such steps as may be necessary for the
          grant to the Company of rights and privileges in any part of the
          world.

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     (ll) To engage in investment, subscription for purchase, purchase
          (including purchase by exchange) and holding of shares, stock,
          debentures, debenture stock, obligations, bonds and any securities
          issued or prepared in Israel or abroad by any Company, whether
          established in Israel or abroad and whether it engages in business in
          Israel or not, and to do the same by preliminary subscription for
          purchase, participation in syndicates, offer, purchase, exchange or
          otherwise, to guarantee subscription for purchase as aforesaid, to
          utilize and pursue all rights and powers conferred by virtue of the
          ownership thereof or incidental thereto and to purchase or otherwise
          acquire any hold shares, debentures, obligations, bonds or securities
          of any other kind, issued in Israel or abroad.

     (mm) To acquire in any manner movables or all kinds of rights or
          concessions which the Company may deem beneficial or advantageous for
          the objects of its business or for any other object and to sell,
          charge, give on lease or otherwise transfer such property and rights.

     (nn) To do in Israel as well as in any country or place in the world all
          acts and things which the Company is entitled - by virtue of law or of
          this Memorandum of Association to do in Israel, and to do all or any
          of the above acts or things as may appear to the Company conductive,
          useful or incidental to the attainment of the objects set out in this
          Memorandum either as principal, agent, trustee, contractor or
          otherwise and either alone or in conjunction with others.

     (oo) In connection with the objects of the Company to enter into all
          contracts and agreements and to sign all deeds, documents and
          instruments.

     And it is hereby agreed that in this Memorandum of Association the
     following expressions shall have the following meanings:

     "Person" includes, save where this expression relates to this Company, any
     company, co-operative society, partnership, any other corporation, body
     politic or public or other juristic person or body of person whether
     incorporated or unincorporated.

     "To deal in" - "to carry on the business of" - "to engage in" - "to do" -
     "to act" - include to deal in and to do by way of promoting, founding,
     establishing, holding, carrying on, assisting, managing, developing,
     improving, advancing, producing, renewing, dealing in, quarrying, mining,
     pumping, producing, exploring, owning, taking on lease, giving on lease,
     hiring, letting, purchasing, selling, exchanging, participating,
     partitioning, encumbering, accepting encumbrances, accepting rights or
     benefits, granting rights or benefits, trading, supplying, marketing,
     carrying, importing, acting as commission agents and in any other way
     whatsoever.

     "Property" - includes immovables and movables, rights, interests and
     privileges of any kind whatsoever, choses in possession or in action,
     permits, licenses, leases and concessions whether in existence or future,
     goodwill and the right to use the same.

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     AND it is hereby agreed and declared that, save where otherwise expressly
     provided, each of the objects and powers set out in each of the paragraphs
     of this Clause, expressly or impliedly, is an independent main object and
     shall in no ways be limited or restricted by reference to or inference from
     any of the other paragraphs of this Clause or the name of the Company.

3.   The liability of the members is limited.

4.   The share capital of the Company is five million New Israeli Shekels (NIS
     5,000,000) divided into fifty million (50,000,000) ordinary shares of
     nominal value of ten Agorot (NIS 0.10) each.

The rights and classes of the shares shall be set out in the Articles of
Association of the Company as in force from time to time.

WE, the several persons, whose names and addresses are subscribed, are desirous
of being formed into a Company in pursuance of this Memorandum of Association,
and we respectively agree to take the number of shares in the capital of the
Company set opposite our respective names.

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                                   SUBSCRIBERS

1.   G.L.E. Trust Services Ltd. - 99 Ordinary Shares
     2 Ibn Gvirol St., Tel Aviv 64077 Israel
     Trust Company

     By: /s/ Yehuda M. Levy, Authorized Signatory
     Witness to signature:  /s/ Noam Peskin

2.   G.L.E. Trust Assets Ltd. - 1 Ordinary Share
     2 Ibn Gvirol St., Tel Aviv 64077 Israel
     Trust Company

     By: /s/ Yehuda M. Levy, Authorized Signatory
     Witness to signature:  /s/ Noam Peskin


December 12, 1999

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