Unassociated Document


     

    REGISTRATION RIGHTS
AGREEMENT

     

    This
Registration Rights Agreement (the “Agreement”) made as of the __
day of January, 2007 by and among BioLine Rx Ltd., with a business address at 19
Hartum St., P.O. Box 45158, Jerusalem 91450, Israel (the “Company”) and shareholders of
the Company listed on Schedule 1 hereto (the “Holders”);

     

    WITNESSETH

     

    WHEREAS the Board of Directors
of the Company has determined that it is in the best interest of the Company
that the Company shall grant the Holders certain rights as set forth herein;
and

     

    NOW THEREFORE, the parties,
intending to be legally bound, hereby agree as follows:

     

    1.           
Registration.  The
following provisions govern the registration of the Company's
securities:

     

    1.1          Definitions.  As
used herein, the following terms have the following meanings:

     

    (a)          "Form
S-3" means Form S-3 or Form F-3 under the United States Securities Act of
1933, as amended (the "Securities Act"), as in effect
on the date hereof or any registration form under the Securities Act
subsequently adopted by the Securities and Exchange Commission ("SEC") which permits inclusion
or incorporation of substantial information by reference to other documents
filed by the Company with the SEC;

     

    (b)           

     

    "IPO"
shall mean the first registration statement for a public offering of securities
of the Company, other than a registration statement relating to the sale of
securities to employees of the Company pursuant to a stock option, stock
purchase or similar plan;

     

     (c)         "Registrable
Securities" means (1) Ordinary Shares now owned or hereafter acquired by
the Holders, including all Ordinary Shares issuable with respect to Preferred
Shares of the Company, and (2) any Ordinary Shares issued in respect of the
shares described in clause (1) above (as a result of share splits, share
dividends, reclassifications, recapitalizations or similar); provided, however,
that Ordinary Shares that are Registrable Securities shall cease to be
Registrable Securities upon (i) any sale thereof pursuant to a Registration
Statement or Rule 144 under the Securities Act or (ii) any sale thereof in any
manner to a person or entity which is not entitled to the rights provided by
this Agreement;

     

    (d)          "Register",
"registered"
and "registration"
refer to a registration effected by filing a registration statement in
compliance with the Securities Act and the declaration or ordering by the SEC of
effectiveness of such registration statement, or the equivalent actions under
the laws of any other jurisdiction;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.2          Incidental
Registration.

     

    (a)           If
the Company at any time proposes to register any of its securities (other than
in its IPO, a demand registration under Section 1.3, a registration relating to
stock option plan(s) of the Company, or a registration on Form F-4/S-4 in
connection with a merger, acquisition or other business combination, but
including the first public offering of the Company’s shares in a U.S. market
following an IPO), it shall give prompt written notice to all Holders of such
intention, together with a list of jurisdictions in which the Company intends to
attempt to qualify such securities under applicable state securities
laws.  Upon the written request of any such Holder given within twenty
(20) days after receipt of any such notice, the Company shall include in such
registration all of the Registrable Securities indicated in such request, so as
to permit the disposition of the shares so registered. The said “piggyback”
or incidental right of the Holders under this Section, may be exercised an
unlimited number of times.

     

    (b)           Notwithstanding
any other provision of this Section 1.2, if the managing underwriter, if any,
advises the Company in writing that marketing factors require a limitation of
the number of shares to be underwritten (an "Underwriters' Cutback"), then,
there shall be excluded from such registration and underwriting, to the extent
necessary to satisfy such limitation, first,
securities of the Company not held by the Holders, to the extent necessary, and
second,
Registrable Securities, to the extent necessary (on a pro rata basis according
to the respective holdings of the Holders of Registrable Securities at the time
of such registration); provided however,
that if the number of Registrable Securities to be registered by the Holders is
limited by the underwriter, the securities to be sold for the account of the
Company shall have priority over those of the Holders in each such registration
and the number of Registrable Securities, if any, that may be included in the
registration shall be in accordance with the above order and preference; further
provided, however, that without the written consent of the Holders holding a
majority of the Registrable Securities requested to be included in such
registration the Registrable Securities held by the Holders shall not be reduced
to less than twenty-five percent (25%) of the aggregate shares to be registered
in such underwriting.

     

    1.3          Demand
Registration.

     

    (a)           If
the Company receives, at any time beginning six (6) months after the effective
date of the IPO, from the Holders of a majority in interest of the Registrable
Securities (calculated on an as converted basis) then outstanding, a request in
writing that all or part of the Registrable Securities held by them having an
aggregate value of at least $5,000,000 shall be registered for trading under the
Securities Act, then, within seven (7) days after receipt of any such request,
the Company shall give written notice of such request to the other Holders, and
shall include in such registration all Registrable Securities held by all such
Holders who wish to participate in such demand registration and provide the
Company with written requests for inclusion therein within fifteen (15) days
after the receipt of the Company's notice.  Thereupon, the Company
shall use its best efforts to effect the registration of all Registrable
Securities, as to which it has received requests for registration under the
Securities Act.

     

    (b)           Notwithstanding
any other provision of Section 1.3(a), if the managing underwriter, if any,
advises the Company in writing that marketing factors require an Underwriters
Cutback, then there shall be excluded from such registration and underwriting,
to the extent necessary to satisfy such limitation, first,
securities of the Company not held by the Holders, to the extent necessary, and
second,
Registrable Securities, to the extent necessary (on a pro rata basis according
to the respective holdings of the Holders of Registrable Securities at the time
of such registration); provided however, that in any event all Registrable
Securities must be included in such registration prior to any other shares of
the Company.  The Holders shall not be entitled to request a
registration under Section 1.3(a) if the Company shall furnish to the Holders a
certificate signed by the CEO of the Company confirming that in the good faith
judgment of the Board of Directors of the Company it would be seriously
detrimental to the Company or its shareholders for such registration statement
to be effected at such time, in which event the Company shall have the right to
defer the filing of the registration statement for a period of no more than
ninety (90) days after the receipt of the request of the Holders under Section
1.3(a); provided,
however, the Company may not make more than one (1) such deferral in any
twelve (12) month period.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           In
addition, the Company shall not be obligated to effect, or to take any action to
effect, any registration pursuant to Section 1.3(a):

     

    (i)           after
the Company has effected two (2) registrations pursuant to
Section 1.3(a);

    


    (ii)          during
the period ending (A) six (6) months after the effective date of a registration
subject to Section 1.3(a) hereof or (B) six (6) months after the effective date
of any other registration statement pertaining to Ordinary Shares of the
Company, or such shorter periods if such shorter periods are acceptable to the
underwriters of such offering;

    


    (iii)         in
any jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act or applicable
rules or regulations thereunder; or

     

    (iv)         if
such request does not cover shares representing a market value at the time of
such request equal to a minimum of $5,000,000.

     

    1.4          Form S-3
Registration.

     

    (a)           In
the event the Company receives from any Holder a written request that the
Company effect a registration on Form S-3, and any related qualification or
compliance, the Company will within seven (7) days from receipt of any such
request give written notice of the proposed registration, and any related
qualification or compliance, to all other Holders, and include in such
registration all Registrable Securities held by all such Holders, who wish to
participate in such registration and provide the Company with written requests
for inclusion therein within fifteen (15) days after the receipt of the
Company's notice.  Thereupon, the Company shall use its best efforts
to effect such registration of the Registrable Securities held by the Holders,
and all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Registrable Securities as are specified in such request.

     

    (b)             In
addition, the Company shall not be obligated to effect, or to take any action to
effect, any registration qualification or compliance pursuant to
Section 1.4(a):

     

    (i)           if
the Company has, within the twelve (12) month period preceding the date of such
request, already effected two registrations on Form S-3 for the Holders
pursuant to this Section 1.4;

    


    (ii)          in
any particular jurisdiction in which the Company would be required to qualify to
do business or to execute a general consent to service of process in effecting
such registration, qualification or compliance;

    


    (iii)         during
the period ending 90 days after the effective date of any registration statement
pertaining to Ordinary Shares of the Company (or such shorter period if such
shorter period is acceptable to the underwriters of such offering);

     

    (iv)         if
such request does not cover shares representing a market value at the time of
such request equal to a minimum of $1,000,000; or


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (v)          if
Form S-3 is not available for such offering by the Holders.

     

    1.5          Designation of
Underwriter.

     

    (a)           In
the case of any underwritten registration effected pursuant to Section 1.3,
a majority in interest of the Holders of the Registrable Shares (calculated on
an as converted basis) that submitted the request for registration shall appoint
an underwriter reasonably acceptable to the Company.

     

    (b)           In
the case of any registration initiated by the Company, the Company shall have
the right to designate the managing underwriter in any underwritten
offering.

     

    1.6          Expenses.  All
expenses incurred in connection with any registration or sale of shares under
Section 1.2, Section 1.3 or Section 1.4 shall be borne by the Company (including
fees up to $200,000 of one counsel for the selling shareholders); provided, however,
that each of the Holders participating in such registration or sale shall pay
its pro rata portion of the customary and standard discounts or commissions
payable to any underwriter.

     

    1.7          Indemnities.  In
the event of any registered offering of Ordinary Shares pursuant to this
Section 1:

     

    1.7.1       The
Company will indemnify and hold harmless, to the fullest extent permitted by
law, any Holder (including its officers, directors, partners and legal counsel)
and any underwriter for such Holder, and each person, if any, who controls the
Holder or such underwriter, from and against any and all losses, damages,
claims, liabilities, joint or several, costs and expenses (including any amounts
paid in any settlement effected with the Company's consent) to which the Holder
or any such underwriter or controlling person may become subject under
applicable law or otherwise, insofar as such losses, damages, claims,
liabilities (or actions or proceedings in respect thereof), costs or expenses
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the registration statement or
included in the prospectus, as amended or supplemented including any free
writing prospectus, or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances in which they are made, not
misleading, (iii) any violation or alleged violation by the Company of the
Securities Act, the Securities Exchange Act of 1934, as amended, any state
securities law; or any rule or regulation promulgated under the Securities Act,
Securities Exchange Act or any state security law; and the Company will
reimburse the Holder, such underwriter and each such controlling person of the
Holder or the underwriter, promptly upon demand, for any legal or any other
expenses reasonably incurred by them in connection with investigating, preparing
to defend or defending against or appearing as a third-party witness in
connection with such loss, claim, damage, liability, action or proceeding;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, damage, liability, cost or expense arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished in writing by
a  Holder, such underwriter or such controlling persons in writing
specifically for inclusion therein; provided, further, that the indemnity
agreement contained in this subsection 1.7.1 shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the selling
shareholder, the underwriter or any controlling person of the selling
shareholder or the underwriter, and regardless of any sale in connection with
such offering by the selling shareholder. Such indemnity shall survive the
transfer of securities by a selling shareholder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.7.2       Each
Holder participating in a registration hereunder will indemnify and hold
harmless the Company, any underwriter for the Company, and each person, if any,
who controls the Company or such underwriter, from and against any and all
losses, damages, claims, liabilities, costs or expenses (including any amounts
paid in any settlement effected with the selling shareholder's consent) to which
the Company or any such controlling person and/or any such underwriter may
become subject under applicable law or otherwise, insofar as such losses,
damages, claims, liabilities (or actions or proceedings in respect thereof),
costs or expenses arise out of or are based on (i) any untrue or alleged
untrue statement of any material fact contained in the registration statement or
included in the prospectus, as amended or supplemented, including any free
writing prospectus or (ii) the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading, and each such Holder will reimburse the Company, any underwriter
and each such controlling person of the Company or any underwriter, promptly
upon demand, for any reasonable legal or other expenses incurred by them in
connection with investigating, preparing to defend or defending against or
appearing as a third-party witness in connection with such loss, claim, damage,
liability, action or proceeding; in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was so made in strict conformity with written information
furnished by such  Holder specifically for inclusion therein. The
foregoing indemnity agreement is subject to the condition that, insofar as it
relates to any such untrue statement (or alleged untrue statement) or omission
(or alleged omission) made in the preliminary prospectus but eliminated or
remedied in the amended prospectus at the time the registration statement
becomes effective or in the Final Prospectus, such indemnity agreement shall not
inure to the benefit of (i) the Company and (ii) any underwriter, if a
copy of the Final Prospectus was not furnished to the person or entity asserting
the loss, liability, claim or damage at or prior to the time such furnishing is
required by the Securities Act; provided, further, that this indemnity shall not
be deemed to relieve any underwriter of any of its due diligence obligations;
provided, further, that the indemnity agreement contained in this
subsection 1.7.2 shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability or action if such settlement is effected without
the consent of the Holders, as the case may be, which consent shall not be
unreasonably withheld.  In no event shall the liability of a Holder
exceed the net proceeds from the offering received by such Holder.

     

    1.7.3       Promptly
after receipt by an indemnified party pursuant to the provisions of Sections
1.7.1 or 1.7.2 of notice of the commencement of any action involving the subject
matter of the foregoing indemnity provisions, such indemnified party will, if a
claim thereof is to be made against the indemnifying party pursuant to the
provisions of said Section 1.7.1 or 1.7.2, promptly notify the indemnifying
party of the commencement thereof; but the omission to notify the indemnifying
party will not relieve it from any liability which it may have to any
indemnified party otherwise than hereunder.  In case such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party shall have the right to
participate in, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof with
counsel reasonably satisfactory to such indemnified party; provided, however,
that if the defendants in any action include both the indemnified party and the
indemnifying party and there is a conflict of interests which would prevent
counsel for the indemnifying party from also representing the indemnified party,
the indemnified party or parties shall have the right to select one separate
counsel to participate in the defense of such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to the
provisions of said Sections 1.7.1 or 1.7.2 for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed counsel in
accordance with the provision of the preceding sentence, (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after the
notice of the commencement of the action and within fifteen (15) days after
written notice of the indemnified party's intention to employ separate counsel
pursuant to the previous sentence, or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party.  No indemnifying party will consent to entry
of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.7.4       If
recovery is not available under the foregoing indemnification provisions, for
any reason other than as specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to contribution to
liabilities and expenses as more fully set forth in an underwriting agreement to
be executed in connection with such registration. In determining the amount of
contribution to which the respective parties are entitled, there shall be
considered the parties' relative knowledge and access to information concerning
the matter with respect to which the claim was asserted, the opportunity to
correct and prevent any statement or omission, and any other equitable
considerations appropriate under the circumstances. In no event shall the
contribution obligation of a Holder exceed the net proceeds from the offering
received by such Holder.

     

    1.8          Obligations of the
Company.  Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as possible:

     

    1.8.1       Prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become effective, and, upon the request of the holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement
effective for a period of up to nine months or, if sooner, until the
distribution contemplated in the Registration Statement has been
completed;

     

    1.8.2       Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement;

     

    1.8.3       Furnish
to the Holders such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents, including any free writing prospectus as they may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by them;

     

    1.8.4       In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering.  Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement;

     

    1.8.5       Notify
each holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;

     

    1.8.6       Cause
all Registrable Securities registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by the Company are then
listed;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.8.7       Provide
a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and a CUSIP number for all such Registrable Securities, in
each case not later than the effective date of such registration;

     

    1.8.8       Furnish,
at the request of any Holder requesting registration of Registrable Securities
pursuant to this Section 1, on the date that such Registrable Securities are
delivered to the underwriters for sale in connection with a registration
pursuant to this Section 1, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters, on
the date that the registration statement with respect to such securities becomes
effective, (i) an opinion, dated such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to the  Holders requesting
registration of Registrable Securities, and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable
Securities;

     

    1.9          Assignment of Registration
Rights.  Any of the Holders may assign its rights to cause the
Company to register Shares pursuant to this Section 1 to any transferee of its
Registrable Securities; provided, however,
that within thirty (30) days subsequent to such transfer, such transferor shall
furnish the Company with written notice of the name and address of such
transferee and the securities with respect to which such registration rights are
being assigned, and the transferee's written agreement to be bound by this
Section 1.

     

    1.10        Lock-Up and Other Requests
by the Underwriter.  Each Holder hereby agrees that such Holder
shall not sell or otherwise transfer or dispose of any Registrable Securities of
the Company held by such Holder (other than those included in the registration)
for a period specified by the representative of the underwriters of Ordinary
Shares (or other securities) of the Company not to exceed one hundred eighty
(180) days following the effective date of the IPO, and provided that each of
the senior officers of the Company (i.e. CEO and CFO) and holders of at least
one percent (1%) of the Company’s issued and outstanding shares enters in an
identical undertaking. Each Holder agrees to execute and deliver such other
agreements as may be reasonably requested by the Company or the underwriter
which are consistent with the foregoing or which are necessary to give further
effect thereto. The Company may impose stop-transfer instructions with respect
to the shares of Ordinary Shares (or other securities) subject to the foregoing
restriction until the end of said one hundred eighty (180) day
period;

     

    1.11        Rule 144
Reporting.  With a view to making available to the Holders the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to use its best efforts to:

     

    (a)           make
and keep public information available, as those terms are understood and defined
in SEC Rule 144 or any similar or analogous rule promulgated under the
Securities Act, at all times after the effective date of the first registration
filed by the Company for an offering of its securities to the general
public;

     

    (b)           file
with the SEC, in a timely manner, all reports and other documents required of
the Company under the Exchange Act; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           so
long as a Holder owns any Registrable Securities, furnish to such Holder
forthwith upon request: a written statement by the Company as to its compliance
with the reporting requirements of said Rule 144 of the Securities Act, and of
the Exchange Act (at any time after it has become subject to such reporting
requirements); a copy of the most recent annual or quarterly report of the
Company; and such other reports and documents as a Holder may reasonably request
in availing itself of any rule or regulation of the SEC allowing it to sell any
such securities without registration;

     

    1.12        Termination of Registration
Rights.  All registration rights granted under this Section 1,
shall terminate and be of no further force and effect five (5) years after the
date of the IPO.  In addition, a Holder's registration rights shall
expire if all Registrable Securities held by and issuable to such Holder may be
sold under Rule 144(k) during any ninety (90) day period.

     

    1.13        Additional Rights to Third
Parties.  The Company shall not grant shareholder registration
rights to any party that is not a party to this Agreement having preference
over, or in parity with, the registration rights of the Holders hereunder,
without the written consent of a majority of interest of the holders of the
Registrable Securities.

     

    2.            Miscellaneous.

     

    2.1          
Further
Assurances.  Each of the parties hereto shall perform such
further acts and execute such further documents as may reasonably be necessary
to carry out and give full effect to the provisions of this Agreement and the
intentions of the parties as reflected thereby.

     

    2.2          Governing
Law.  This Agreement shall be governed by and construed
according to the laws of New York, without regard to the conflict of laws
provisions thereof.

     

    2.3          Successors and
Assigns.  Except as otherwise expressly limited herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties
hereto.

     

    2.4          Entire Agreement; Amendment
and Waiver.

     

    (a)           This
Agreement constitutes the full and entire understanding and agreement between
the parties, and supersedes any agreement and understanding between any of the
parties, with regard to the subject matters hereof.  (b)Any term of
this Agreement (as amended) may be amended and the observance of any term hereof
may be waived (either prospectively or retroactively and either generally or in
a particular instance) only with the written consent of: (i) the Company, and
(ii) a majority of interest of the holders of Registrable Securities (calculated
on an as converted basis); provided that (x) should such waiver or amendment
adversely affect the rights or privileges granted hereunder to the particular
Holder or group of Holders, in a manner which discriminates such Holder/s
against other Holders (a “Discriminated Class”), such waiver or amendment shall
be subject to the written approval of the Holder/s who are the owners of record
of a majority of the outstanding shares of such Discriminated Class, and (y) any
right or limitation provided for the express benefit of a specifically named
party may not be amended or waived without the consent of such party. Any
amendment or waiver effected in accordance with this Section 2.4 shall be
binding upon the Company, the Holders, and each of their respective successors
and assigns.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.5          Notices,
etc.

     

    2.5.1       All
notices and other communications made pursuant to this Agreement shall be in
writing and shall be conclusively deemed to have been duly given: (i) in the
case of hand delivery to the address shown below, on the next Business Day after
delivery; (ii) in the case of delivery by an internationally recognized
overnight courier to the address set forth below, freight prepaid, on the next
Business Day after delivery; (iii) in the case of a notice sent by facsimile
transmission or email to the number, and addressed as, set forth below, on the
next Business Day after delivery, if facsimile transmission or email is
confirmed; (iv) in the case of a notice sent by email to any of the email
addresses set forth in  Schedule 1 hereto, on the date of written
acknowledgment of receipt of such email by the receiving party. A “Business Day”
means a day on which the banks are open for business in the country of receipt
of any notice.

     

    2.5.2       In
the event that notices are given pursuant to one of the methods listed in
subsections 2.5.1 (i) to (iii) above, a copy of the notice shall also be sent by
email to such address set forth in Schedule 1.

     

    2.5.3       A
party may change or supplement the contact details for service of any notice
pursuant to this Agreement, or designate additional addresses, facsimile numbers
and email addresses for the purposes of this Section 2.5 by giving the other
party written notice of the new contact details in the manner set forth
above.

     

    
      
        
          
            	
                    if
      to the Holders:

                  	
                    to
      the addresses set forth in Schedule
      1;

                  
	 
      	 
      
	
                    If
      to the Company:

                  	
                    To
      the address set forth in the Preamble

                  
	 
      	 
      
	
                    With
      a copy to:

                  	
                    Yigal
      Arnon & Co.

                  
	 
      	
                    22
      Rivlin Street

                  
	 
      	
                    Jerusalem,
      Israel 91000

                  
	 
      	
                    Attn.:
      Adv. Barry P. Levenfeld

                  
	 
      	
                    Tel:
      972-2-623-9200

                  
	 
      	
                    Fax:
      972-2-623-9236

                  


          

        

      

    

     

    2.6          Delays or
Omissions.  No delay or omission to exercise any right, power,
or remedy accruing to any party upon any breach or default under this Agreement,
shall be deemed a waiver of any other breach or default therefore or
thereafter.  Any waiver, permit, consent, or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing.  All remedies,
either under this Agreement or by law or otherwise afforded to any of the
parties, shall be cumulative and not alternative.

     

    2.7          Severability.  If
any provision of this Agreement is held by a court of competent jurisdiction to
be unenforceable under applicable law, then such provision shall be excluded
from this Agreement and the remainder of this Agreement shall be interpreted as
if such provision were so excluded and shall be enforceable in accordance with
its terms; provided, however, that in such event this Agreement shall be
interpreted so as to give effect, to the greatest extent consistent with and
permitted by applicable law, to the meaning and intention of the excluded
provision as determined by such court of competent jurisdiction.

     

    2.8          Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and enforceable against the parties actually executing such
counterpart, and all of which together shall constitute one and the same
instrument.

     

    2.9          No Third Party
Beneficiaries.  Except as expressly provided in this Agreement,
this Agreement (including the documents and instruments referred to herein) is
not intended to confer on any person other than the parties hereto any rights,
remedies, obligations or liabilities hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    [REMAINDER
OF PAGE INTENTIONALLY BLANK]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have signed this Investors Rights Agreement as of the date first
hereinabove set forth.

     

    
      
        
          
            
              
                	
                         BIOLINE
      RX LTD.

                      	
                         
      SHAREHOLDERS – SEE SEPARATE

                          SIGNATURE
      PAGE

                      
	
                         by:

                      	
                        /s/
      Yuri Shoshan

                      	 
      
	
                         name:

                      	
                        Yuri
      Shoshan

                      	 
      
	
                         title:

                      	
                        Vice
      President, Finance and

                      	 
      
	
                         Corporate
      Development

                      	 
      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Registration
Rights Agreement - Signature Page

    


    IN WITNESS WHEREOF, by executing this
Signature Page, the undersigned has read, understood and acknowledged the
representations and covenants in the Registration Rights Agreement (the “RRA”)
by and between BioLine Rx Ltd. (the “Company”) and its
shareholders.  Upon receipt by the Company of this Signature Page and
execution by the Company of its counterpart signature page, the undersigned
shall become a party to the RRA, and hereby authorizes this signature page to be
attached to a counterpart of the RRA executed by the Company.

    


    
      
        
          
            
              
                
                  	
                          Jerusalem Development
    Authority

                        	 
      	
                          /s/
      Ezriel M. Levi

                        
	
                          Print
      or Type Name of Shareholder

                        	 
      	
                          Signature

                        
	 
      	 
      	 
      
	 
      	 
      	
                          C.E.O.

                        
	 
      	 
      	
                           (Title,
      if applicable)

                        
	 
      	 
      	 
      
	
                          Typed
      or printed name and address of Shareholder:

                        	 
      	
                          Fax
      Number:       972-2-6250875

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Telephone:      
         972-2-6297629

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Email:                 ezri@jda.gov.il

                        


                

              

            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Registration
Rights Agreement - Signature Page

    


    IN WITNESS WHEREOF, by executing this
Signature Page, the undersigned has read, understood and acknowledged the
representations and covenants in the Registration Rights Agreement (the “RRA”)
by and between BioLine Rx Ltd. (the “Company”) and its
shareholders.  Upon receipt by the Company of this Signature Page and
execution by the Company of its counterpart signature page, the undersigned
shall become a party to the RRA, and hereby authorizes this signature page to be
attached to a counterpart of the RRA executed by the Company.

     

    
      
        	      
                Typed
      or printed name and address of Shareholder:

              	 	 	 
	 	 	 	 
	
                /s/
      RUTH ALON 

              	 	
              	 
	
                Pitango
      Venture Capital Fund III (Israeli Sub), L.P.

              	 	
              	 
	
                Pitango
      Venture Capital Fund III (Israeli Sub) Non-Q L.P.

              	 	
              	 
	Pitango
      Venture Capital Fund III (Israeli Investors), L.P.	 	 	 
	Pitango
      Principals Fund III (Israel), L.P.	 	 	 
	Pitango
      Venture Capital Fund III Trusts 2000 Ltd.	 	 	 


      

    

     

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    Registration
Rights Agreement - Signature Page

    


    IN WITNESS WHEREOF, by executing this
Signature Page, the undersigned has read, understood and acknowledged the
representations and covenants in the Registration Rights Agreement (the “RRA”)
by and between BioLine Rx Ltd. (the “Company”) and its
shareholders.  Upon receipt by the Company of this Signature Page and
execution by the Company of its counterpart signature page, the undersigned
shall become a party to the RRA, and hereby authorizes this signature page to be
attached to a counterpart of the RRA executed by the Company.

    
      


      
        
          
            
              
                
                  
                    	
                                  
                              Hadasit

                            

                          	 
      	
                                  
                              /s/
      RAFI HOFSTEIN

                            

                          
	
                                  
                              Print
      or Type Name of Shareholder

                            

                          	 
      	
                            Signature

                          
	 
      	 
      	 
      
	 
      	 
      	
                            C.E.O.

                          
	 
      	 
      	
                             (Title,
      if applicable)

                          
	 
      	 
      	 
      
	
                                  
                              Typed
      or printed name and address of Shareholder:

                            

                          	 
      	
                                  
                              Fax
      Number:

                            

                          
	 
      	 
      	 
      
	 
      	 
      	
                                  
                              Telephone:

                            

                          
	 
      	 
      	 
      
	 
      	 
      	
                                  
                              Email:

                            

                          


                  

                

              

            

          

        

      
  

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    Registration
Rights Agreement - Signature Page

    


    IN WITNESS WHEREOF, by executing this
Signature Page, the undersigned has read, understood and acknowledged the
representations and covenants in the Registration Rights Agreement (the “RRA”)
by and between BioLine Rx Ltd. (the “Company”) and its
shareholders.  Upon receipt by the Company of this Signature Page and
execution by the Company of its counterpart signature page, the undersigned
shall become a party to the RRA, and hereby authorizes this signature page to be
attached to a counterpart of the RRA executed by the Company.

     

    
      
        
          
            
              
                
                  
                    	
                            Giza
      GE Venture Fund III, LLC

                          	 
      	 
      
	
                            Giza
      Alpinvest Venture Fund III, LLC

                          	 
      	
                            /s/

                          	
                            Ezer Soref, Managing
      Director

                          
	
                            Giza
      Venture Fund III Limited Partnership

                          	 
      	
                             

                          	
                             

                          
	
                            Giza
      Gmulot Venture Fund III Limited Partnership

                          	 
      	
                            /s/ 

                          	
                            
                              Zvi Schechter, Managing
      Director

                            

                          
	
                            Giza
      Executive Venture Fund III, LLC

                          	 
      	
                            Signature
      

                          
	
                            Giza
      Venture Fund IV, LP

                          	 
      	 
      
	
                            Giza
      Venture Fund IV (TW) L.P.

                          	 
      	 
      
	
                            Giza
      Venture Fund IV (Jersey) LP

                          	 
      	 
      
	
                            Giza
      Venture Fund IV (Israel) Limited Partnership

                          	 
      	 
      
	 
      	 
      	 
      
	
                            Print
      or Type Name of Shareholder

                          	 
      	 
      


                  

                

              

            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Registration
Rights Agreement - Signature Page

    


    IN WITNESS WHEREOF, by executing this
Signature Page, the undersigned has read, understood and acknowledged the
representations and covenants in the Registration Rights Agreement (the “RRA”)
by and between BioLine Rx Ltd. (the “Company”) and its
shareholders.  Upon receipt by the Company of this Signature Page and
execution by the Company of its counterpart signature page, the undersigned
shall become a party to the RRA, and hereby authorizes this signature page to be
attached to a counterpart of the RRA executed by the Company.

     

    
      
        	
                SVE
      Star Ventures Enterprises GmbH & Co. No. IX KG

              	 
      
	
                SVM
      Star Ventures Managementgesellschaft mbH Nr.

              	 
      
	
                3
      & Co. Beteiligungs KG Nr. 4

              	 
      
	 
      	 
      
	
                By:
      SVM Star Ventures Managementgesellschaft mbH Nr. 3

              	 
      
	
                Title:
      Managing Partner

              	 
      
	
                /s/
      Meir Barel

              	 
      
	
                By:
      Dr. Meir Barel

              	 
      
	
                Title:
      Managing Director

              	 
      
	 
      	 
      
	
                Star
      Management of Investments No II (2000), L.P.

              	 
      
	
                By:
      SVM STAR Venture Capital Management Ltd.

              	 
      
	
                Title:
      Managing Partner

              	 
      
	
                /s/
      Meir Barel

              	 
      
	
                By:
      Dr. Meir Barel

              	 
      
	
                Title:
      Director

              	 
      


      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Registration
Rights Agreement - Signature Page

    


    IN WITNESS WHEREOF, by executing this
Signature Page, the undersigned has read, understood and acknowledged the
representations and covenants in the Registration Rights Agreement (the “RRA”)
by and between BioLine Rx Ltd. (the “Company”) and its
shareholders.  Upon receipt by the Company of this Signature Page and
execution by the Company of its counterpart signature page, the undersigned
shall become a party to the RRA, and hereby authorizes this signature page to be
attached to a counterpart of the RRA executed by the Company.

     

    
      
        
          
            
              	
                      Yehuda Zisapel

                    	 
      	
                      /s/ Yehuda Zisapel

                    
	
                      Print
      or Type Name of Shareholder

                    	 
      	
                      Signature

                    
	 
      	 
      	 
      
	 
      	 
      	
                      (Title,
      if applicable)

                    
	 	 	 
	
                      Typed
      or printed name and address of Shareholder:

                    	 
      	
                      Fax
      Number:            972-3-6498520

                    
	 	 	 
	
                      Yehuda
      Zisapel

                    	 
      	
                      Telephone:               972-3-6455522

                    
	
                      c/o
      RAD Group

                    	 
      	
                       

                    
	
                      24
      Raoul Wallenberg Street,

                    	 
      	
                      Email:                      yehuda_z@rad.com

                    
	
                      Tel
      Aviv 69719, Israel

                    	 
      	
                       

                    
	 
      	 
      	 
      


            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Registration
Rights Agreement - Signature Page

    


    IN WITNESS WHEREOF, by executing this
Signature Page, the undersigned has read, understood and acknowledged the
representations and covenants in the Registration Rights Agreement (the “RRA”)
by and between BioLine Rx Ltd. (the “Company”) and its
shareholders.  Upon receipt by the Company of this Signature Page and
execution by the Company of its counterpart signature page, the undersigned
shall become a party to the RRA, and hereby authorizes this signature page to be
attached to a counterpart of the RRA executed by the Company.

     

    
      
        
          	
                  Pan
      Atlantic Investments Limited

                	
                  /s/ Robert J. Bourque

                
	 
      	
                  Robert
      J. Bourque

                
	 
      	
                  Managing
      Director

                
	 	 
	
                  Musson
      Building, 2nd Floor

                	
                  Fax
      Number:         (246)
      228-1158

                
	
                  Hincks
      Street

                	 
      
	
                  Bridgetown

                	
                  Telephone:            (246)
      436-9756

                
	
                  Barbados
      West Indies 11000

                	 
      
	 
      	
                  Email:                   rjbourque@pabt.bb