Unassociated Document


    EXHIBIT
10.14

    


    Bridge Loan
Agreement

    


    This
Bridge Loan Agreement (this "Agreement") is entered into as
of January 10, 2007 (the "Effective Date"), by and
between BioLineRx Ltd.,
an Israeli company (the "Company"), and Pan Atlantic
Investments Limited, a Barbados company (the "Lender").

    


    
      	
              Whereas

            	
              The
      Company is a company engaged in the development of innovative
      therapeutics; and

            


    

    


    
      	
              Whereas

            	
              The
      Company seeks to raise funds for its activities and is currently exploring
      a number of funding alternatives;
and

            


    

    


    
      	
              Whereas

            	
              The
      Lender wishes to participate in the upcoming funding by way of loaning to
      the Company, and the Company wishes and agrees to receive from the Lender,
      a loan under the terms and conditions set forth herein
    below;

            


    

    


    NOW, THEREFORE, in
consideration of their mutual and respective undertakings and covenants herein
contained, the parties hereto hereby agree as follows:


     

    
      
        	
                
                

              	
                1.

              	
                Preamble, Exhibits and
      Headings

              


      

    

    The
preamble to this Agreement and all Exhibits attached hereto form an integral
part hereof. The headings appearing throughout this Agreement are used for
convenience of reference, and are not to be used or referred to for the purpose
of construing this Agreement or any provision thereof.


     

    
      
        	
              	
                2.

              	
                Loan of
      Funds

              


      

    

    The
Lender agrees and undertakes to loan to the Company the amount of US$9,000,000
(nine million U.S. Dollars) (the "Loan Amount"), and the Company
agrees to receive such loan from the Lender, in accordance with the terms and
conditions set forth in this Agreement. Payment of the entire Loan Amount shall
be made, in United States Dollars, by the Lender within 5 (five) business days
from the date on which all the conditions listed in Section 9 below have been
met, by way of a bank transfer, to the following bank account of the
Company:

    


    BioLineRx
Ltd.

    Account
No. 97800/55

    Bank
Leumi

    Branch
#741

    Givat
Shaul, Jerusalem

    


    The Loan
Amount shall be automatically converted into an equity investment in the Company
upon the occurrence of the first to occur of the events specified in Sections 3
and 4, and conversion of the Loan Amount pursuant to either of such Sections
shall constitute full repayment of the Loan Amount.

     

    
      
        	
              	
                3.

              	
                Automatic Conversion
      upon a Private
Placement

              


      

    

     

    
      	
               
      

            	
              3.1.

            	
              In
      the event that the Company shall enter into an agreement for the
      investment in the Company of an amount of at least US$8,000,000 (eight
      million U.S. Dollars) from current shareholders of the Company (or any
      affiliates thereof) (the "Private Placement"),
      then the Loan Amount shall be automatically converted into an equity
      investment, as part of, and on the same terms and conditions as, the
      Private Placement, provided
      however that the price per share paid by the Lender upon conversion of the
      Loan Amount shall be equal to the lower of (i) US$1.34, or (ii) the agreed
      price per share of the Private Placement, and further provided that
      the shares to be issued to the Lender against conversion of the Loan
      Amount shall be subject to rights and preferences substantially similar
      to, but no worse than the rights and preferences attached to the Preferred
      A-1 Shares.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 2 —

     

    
      	
               
      

            	
              3.2.

            	
              As
      part of the Private Placement, the Lender shall be party to all
      shareholders agreements, investors rights agreements, etc. which may apply
      to the shares issued as part of the Private Placement. It is further
      agreed that the definitive agreements of the Private Placement shall grant
      all investors in the Company customary registration rights, as shall be
      negotiated at that time.

            


    

     

    
      	
               
      

            	
              3.3.

            	
              Upon
      conversion of the Loan Amount into an equity investment, the Lender shall
      be entitled to appoint one (1) member to the Company’s Board of Directors
      (the "Board"), so
      as long as the Lender and its Affiliates (any person or entity directly or
      indirectly, through one or more intermediary persons or entities,
      controls, is controlled by, or is under common control with the Lender)
      hold shares of the Company constituting at least 4% (four percent) of the
      Company's issued and outstanding share capital. This provision shall no
      longer be applicable when the Lender becomes a party to the Voting
      Agreement (as defined below).

            


    

     

    
      
        	
              	
                4.

              	
                Automatic Conversion
      upon a TASE IPO

              


      

    

     

    
      	
               
      

            	
              4.1.

            	
              In
      the event that the Company shall offer to the public shares of the Company
      at the Tel Aviv Stock Exchange (a "TASE IPO"), then
      immediately prior to the closing of a TASE IPO that includes (i) an
      investment by current shareholders of the Company (or any affiliates of
      such shareholders) of at least US$8,000,000 (eight million U.S. Dollars)
      (the “Qualifying
      Amount”); and (ii) aggregate net proceeds to the Company of at
      least US$17,000,000 (seventeen million U.S. Dollars), and subject to
      approval of the Office of the Chief Scientist ("OCS"), to the extent
      required, the Loan Amount shall be automatically converted into an equity
      investment of a new class of Series B Redeemable Preferred Shares, par
      value NIS 0.01 each, of the Company (the "Preferred B Shares"), at
      a price per share paid by the Lender upon conversion of the Loan Amount of
      US$1.34, but not more than the effective price per share of an Ordinary
      Share of the Company based on the pre-money company valuation of the
      company prior to the TASE IPO, and which Preferred B Shares shall
      automatically be converted into Ordinary Shares, at the same conversion
      ratio applicable at such time to the Preferred A-1
  Shares.

            


    

    


    In the
event that current shareholders of the Company (or any affiliates of such
shareholders) commit to submit offers to purchase at least the Qualifying Amount
of securities offered for sale in the TASE IPO, but the underwriters require
that such shareholders purchase less than the Qualifying Amount or the rules
applying to the public offering result in such outcome, the Loan Amount shall be
automatically converted as set forth in the above paragraph even though the
actual amount invested by the current shareholders of the Company may be less
than the Qualifying Amount.

     

    
      	
               
      

            	
              4.2.

            	
              As
      part of the TASE IPO, certain shareholders of the Company, including at
      least the Pitango Group entities, the Giza Group entities, and Hadasit (as
      such terms are defined in the Articles of Association of the Company (the
      "Articles") may
      enter into a voting agreement in substantially the form attached hereto as
      Schedule
      A (the "Voting
      Agreement"), in which case the Lender agrees to join as a party to
      such Voting Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 3 —

     

    
      	
               
      

            	
              4.3.

            	
              In
      the event that OCS approval is required but not obtained, then the Lender
      may demand repayment of the entire Loan Amount together with interest at
      the rate of 6.0% (six percent) per annum from the proceeds of the TASE
      IPO.

            


    

     

    
      
        	
              	
                5.

              	
                Repayment; Voluntary
      Conversion

              


      

    

    In the
event that no Private Placement or TASE IPO shall occur prior to the end of 4
(four) months from the date of payment to the Company of the Loan Amount, then,
upon the written demand of the Lender, the Company shall repay to the Lender the
entire Loan Amount, together with interest at the rate of 6.0% (six percent) per
annum. In the event that no such demand is made within 120 (one hundred and
twenty) days (which period of time may be extended upon mutual written consent),
or if the Lender earlier requests a conversion, then the Loan Amount shall be
converted in accordance with the relevant provisions of Section 3.1 at a price
per share of US$1.34.

     

    
      
        	
              	
                6.

              	
                Upgrade
      Right

              


      

    

    At any
time as of the date of issuance of shares to the Lender pursuant to Section 3 or
Section 5 (as applicable) and until such date on which the Company shall have
raised an aggregate amount of US$26,000,000 (twenty six million U.S. Dollars),
taking into account the converted Loan Amount as well any and all funds which
may raised pursuant to Section 3 and/or Section 4 (but including the financing
round itself which results in the Company having raised at least US$26,000,000),
in the event that the Company shall issue any shares to any person or entity, in
consideration for an equity investment in the Company ("New Securities"), the Lender
shall have the right to have its holdings in the Company converted into the New
Securities at the time of closing of the issuance of such New Securities, at the
price per share equal to the lowest price per share  paid for such New
Securities by the other investors thus subjecting and entitling the Lender, as a
shareholder of the Company, to all rights, preferences, obligations and
restrictions generally applying to all the holders of the New
Securities.

     

    
      
        	
              	
                7.

              	
                Representations and
      Warranties of the
Company

              


      

    

    Subject
to the provisions of Exhibit 7 (the "Disclosure Schedule"), the
Company hereby represents and warrants to the Lender, and acknowledges that the
Lender is entering into this Agreement in reliance thereon, as
follows:

     

    
      	
               
      

            	
              7.1.

            	
              Organization.
      The Company is duly organized and validly existing under the laws of
      Israel, and has full corporate power and authority to own, lease and
      operate its properties and assets and to conduct its business as now being
      conducted and as currently proposed to be conducted. The Company has all
      requisite power and authority to execute and deliver this Agreement and to
      consummate the transactions contemplated
hereby.

            


    

     

    
      	
               
      

            	
              7.2.

            	
              Share capital.
      The authorized share capital of the Company as of the Effective Date is
      NIS400,000 (four hundred thousand New Israeli Shekels), divided into
      16,350,000 (sixteen million three hundred fifty thousand) Ordinary Shares,
      par value NIS 0.01 each, of the Company ("Ordinary Shares"),
      13,650,000 (thirteen million six hundred fifty thousand) Series A
      Redeemable Preferred Shares, par value NIS 0.01 each, of the Company (the
      "Preferred A
      Shares"), and 10,000,000 (ten million) Series A-1 Redeemable
      Preferred Shares, par value NIS 0.01 each, of the Company (the "Preferred A-1 Shares").
      A complete and correct list of the shareholders of the Company and their
      shareholdings as of the Effective Date is set forth in Section 7.2 of the
      Disclosure Schedule.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 4 —

     

    Except
for the transactions contemplated by this Agreement and as set forth in the
Articles and in Section 7.2 of the Disclosure Schedule, there are no other
preemptive rights, rights of first refusal, convertible securities, outstanding
warrants, options or other rights to subscribe for, purchase or acquire from the
Company any share capital of the Company and there are not any contracts or
binding commitments providing for the issuance of, or the granting of rights to
acquire, any share capital of the Company or under which the Company is, or may
become, obligated to issue any of its securities. All issued and outstanding
shares of the Company have been duly authorized, and are validly issued and
outstanding and fully paid and non-assessable.

    


    The
Company is not under any current obligation to register for trading on any
securities exchange any of its currently outstanding securities or any of its
securities which may hereafter be issued.

     

    
      	
               
      

            	
              7.3.

            	
              Ownership of
      Shares. A complete and correct list of the shareholders of the
      Company on the Effective Date is set forth in Section 7.2 of the
      Disclosure Schedule. To the Company's knowledge, the individuals
      identified in Section 7.2 of the Disclosure Schedule as the shareholders
      of the Company are the lawful owners, beneficially and of record, of all
      of the issued and outstanding shares of share capital of the Company and
      of all rights thereto, free and clear of all liens, claims, charges,
      encumbrances, restrictions, rights, options to purchase, proxies, voting
      trust and other voting agreements, calls or commitments of every kind
      (except as specified in the Articles and the Shareholders Agreement dated
      September 26, 2005), and, to the Company's knowledge, none of the said
      individuals owns any other share, options or other rights to subscribe
      for, purchase or acquire any share capital of the Company from the Company
      or from each other.

            


    

     

    
      	
               
      

            	
              7.4.

            	
              Financial
      Statements. The Company has furnished the Lender with its audited
      financial statements for the annual period ended on December 31, 2005, as
      well as un-audited balance sheets of the Company for the period ended on
      September 30, 2006 (hereinafter collectively referred to as the “Financial Statements”).
      The Financial Statements are true and correct, in accordance with the
      books and records of the Company, and have been prepared in accordance
      with Israeli generally accepted accounting principles ("GAAP") consistently
      applied, and fairly and accurately present the financial condition of the
      Company as of such dates and the results of its operations for the periods
      then ended. The Company does not have any material liabilities, debts or
      obligations, whether accrued, absolute or contingent, pertaining to the
      time periods referred to in the Financial Statements, other than
      liabilities reflected or reserved against in the Financial
      Statements.

            


    

    


    
      	
               
      

            	
              Since
      September 30, 2006, there has not
been:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      material change in the assets, liabilities, condition (financial or
      otherwise) or business of the
Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      damage, destruction or loss, whether or not covered by insurance,
      materially and adversely affecting the material assets, properties,
      conditions (financial or otherwise), operating results or business of the
      Company;

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      waiver by the Company of a valuable right or of a material debt owed to
      it;

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      satisfaction or discharge of any material lien, material claim or material
      encumbrance or payment of any material obligation by the Company, except
      in the ordinary course of business and that is not individually or in the
      aggregate adverse to the assets, properties, condition (financial or
      otherwise), operating results or business of the
  Company;

            


    

    


    
      	
               
      

            	
              (e)

            	
              any
      material change or amendment to a material contract or material
      arrangement by which the Company or any of its assets or properties is
      bound or subject;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 5
—

     

    
      	
               
      

            	
              (f)

            	
              any
      loans made by the Company to its employees, officers, or directors, other
      than travel advances made in the ordinary course of
    business;

            


    

    


    
      	
               
      

            	
              (g)

            	
              any
      sale, transfer or lease of, except in the ordinary course of business, or
      mortgage or pledge of imposition of lien on, any of the Company’s material
      assets;

            


    

    


    
      	
               
      

            	
              (h)

            	
              any
      change in the accounting methods or accounting principles or practices
      employed by the Company, except as required by applicable laws, rules,
      regulations and standards; or

            


    

    


    
      	
               
      

            	
              (i)

            	
              to
      the Company's knowledge, any other event or condition of any character
      that would materially adversely affect the assets, properties, condition
      (financial or otherwise), operating results or business of the
      Company.

            


    

     

    
      	
               
      

            	
              7.5.

            	
              Authorization;
      Approvals. All corporate action on the part of the Company
      necessary for the authorization, execution, delivery, and performance of
      all of the Company's obligations under this Agreement has been taken. This
      Agreement, when executed and delivered by or on behalf of the Company,
      shall constitute the valid and legally binding obligation of the Company,
      legally enforceable against the Company in accordance with its terms. No
      consent, approval, order, license, permit, action by, or authorization of
      or designation, declaration, or filing with any governmental authority on
      the part of the Company is required that has not been obtained by the
      Company in connection with the valid execution, delivery and performance
      of this Agreement.

            


    

     

    
      	
               
      

            	
              7.6.

            	
              Compliance with Other
      Instruments. To the best of its knowledge, the Company is not in
      default (a) under the Articles, or under any material note,
      indenture, mortgage, lease, agreement, contract, purchase order or other
      instrument, document or agreement to which the Company is a party or
      (b) with respect to any Israeli law, statute, ordinance, regulation,
      order, writ, injunction, decree, or judgment of any court or any
      governmental authority, which default, in any such case, would adversely
      affect the Company's business, prospects, condition (financial or
      otherwise), affairs, operations or assets. To the best knowledge of the
      Company, no third party is in default under any agreement, contract or
      other instrument, document or agreement to which the Company is a
      party.

            


    

     

    
      	
               
      

            	
              7.7.

            	
              No Breach.
      Neither the execution and delivery of this Agreement nor compliance by the
      Company with the terms and provisions hereof, will conflict with, or
      result in a breach or violation of, any of the terms, conditions and
      provisions of: (i) the Articles, (ii) to the Company's
      knowledge, any judgment, order, injunction, decree, or ruling of any court
      or governmental authority, (iii) any material agreement, contract,
      lease, license or commitment to which the Company is a party, or
      (iv) to the best of its knowledge, applicable law. Such execution,
      delivery and compliance will not (a) give to others any rights,
      including rights of termination, cancellation or acceleration, in or with
      respect to any agreement, contract or commitment referred to in this
      paragraph, or to any of the properties of the Company or (b) unless
      otherwise specified herein, otherwise require the consent or approval of
      any person, which consent or approval has not heretofore been
      obtained.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 6 —

     

    
      	
               
      

            	
              7.8.

            	
              Intellectual Property
      and Other Intangible Assets.

            


    

     

    
      	
               
      

            	
              7.8.1.

            	
              Unless
      otherwise stated in any of the agreements referred to in Section 7.8.1 of
      the Disclosure Schedule, the Company owns and has developed, or has
      obtained the right to use, free and clear of all liens, claims and
      restrictions, all patents, trademarks, service marks, trade names and
      copyrights, and applications, licenses and rights with respect to the
      foregoing, and all related trade secrets, including know-how, inventions,
      designs, processes, works of authorship, computer programs and technical
      data and information (collectively herein "Intellectual Property"),
      without, to the knowledge of the Company, infringing upon or violating any
      right, lien, or claim of others. Unless otherwise stated in the applicable
      agreements referred to in Section 7.8.1 of the Disclosure Schedule, the
      Company is not obligated or under any liability whatsoever to make any
      payments by way of royalties, fees or otherwise to any owner or licensee
      of, or other claimant to, any patent, trademark, service mark, trade name,
      copyright or other intangible asset, with respect to the use thereof or in
      connection with the conduct of its business as now conducted or as
      currently proposed to be conducted or
otherwise.

            


    

     

    
      	
               
      

            	
              7.8.2.

            	
              Any
      and all Intellectual Property of any kind which has been developed, is
      currently being developed, or will be developed in the future, by any
      employee of the Company in the course of their employment by the Company
      shall be the property solely of the Company. The Company has taken
      security measures to protect the secrecy, confidentiality and value of all
      the Intellectual Property, which measures are reasonable and customary in
      the industry in which the Company operates. Each of the Company's
      employees have entered into written agreements with the Company, assigning
      to the Company all rights in intellectual property developed in the course
      of their employment by the Company and each of the Company's employees
      who, either alone or in concert with others, developed, invented,
      discovered, derived, programmed or designed the Intellectual Property have
      entered into a written agreement with the Company, the forms of which have
      been made available to the Lender.

            


    

     

    
      	
               
      

            	
              7.8.3.

            	
              The
      Company has not received any communications alleging that the Company has
      violated or by conducting its business as proposed, would violate, any of
      the patents, trademarks, service marks, trade names, copyrights or trade
      secrets or other proprietary rights of any other person or entity. To the
      Company's knowledge, none of the Company's employees is obligated under
      any contract (including licenses, covenants or commitments of any nature)
      or other agreement, or subject to any judgment, decree or order of any
      court or administrative agency, that would interfere with the use of such
      employee's best efforts to promote the interests of the Company. To the
      Company's knowledge, neither the execution nor delivery of this Agreement,
      nor the carrying on of the Company's business by the employees of the
      Company, nor the conduct of the Company's business as currently proposed
      to be conducted, will conflict with or result in a breach of the terms,
      conditions or provisions of, or constitute a default under, any contract,
      covenant or instrument under which any of such employees is now
      obligated.

            


    

     

    
      	
               
      

            	
              7.9.

            	
              Litigation.
      Except as set forth in Section 7.9 of the Disclosure Schedule, no action,
      proceeding or governmental inquiry or investigation is pending or, to the
      knowledge of the Company, threatened against the Company or any of its
      officers, directors, or employees (in their capacity as such), or against
      any of the Company's properties, before any court, arbitration board or
      tribunal or administrative or other governmental agency, nor, to the
      knowledge of the Company, is there is any basis for the foregoing. To its
      knowledge, the Company is not a party to or subject to the provisions of
      any order, writ, injunction, judgment or decree of any court or
      governmental agency or instrumentality. There is no action, suit,
      proceeding or investigation by the Company currently pending or that the
      Company intends to initiate.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 7 —

     

    
      	
               
      

            	
              7.10.

            	
              No Public
      Offer. Neither the Company nor anyone acting on its behalf has
      offered securities of the Company or any part thereof or any similar
      securities for issuance or sale to, or solicited any offer to acquire any
      of the same from, anyone so as to make the execution and performance of
      this Agreement not in compliance with applicable securities
      laws.

            


    

     

    
      	
               
      

            	
              7.11.

            	
              Full
      Disclosure. Neither this Agreement (including the Schedules and
      Exhibits attached hereto) nor any certificate made or delivered in
      connection herewith contains any untrue statement of a material fact or
      omits to state a material fact necessary to make the statements herein or
      therein not misleading, in view of the circumstances in which they were
      made. To the best knowledge of the Company, there is no material fact or
      information relating to the business, prospects, condition (financial or
      otherwise), affairs, operations, or assets of the Company that has not
      been disclosed to the Lender by the
Company.

            


    

    


    Each
representation and warranty herein is deemed to be made on the effective Date
and shall survive and remain in full force and effect after the Effective Date
until the earlier of: (i) the conversion of the Loan Amount pursuant to Section
3, provided, that the
Lender receives representations and warranties in the agreement governing the
Private Placement which are no less favorable, in all material respects, than
those contained herein; (ii) a period of two (2) years; (iii) a M&A
Transaction (as defined in the Articles), or (iv) consummation of an IPO (as
defined in the Articles). In the event of any breach or misrepresentation of any
covenant, warranty, or representation made by the Company under this Agreement
(a “Misrepresentation”),
the Company shall indemnify the Lender and hold it harmless from and against any
and all direct claims, loss, damage, liability, and expense (including
reasonable legal fees and costs), actually sustained or incurred by it as a
result of or in connection with said Misrepresentation. The liability of the
Company to the Lender for claims brought against it by the Lender shall not
exceed the Loan Amount. In no case shall the Company be liable to indemnify the
Lender for any incidental, indirect, consequential, special or punitive damages.
Notwithstanding the foregoing provisions of this Section, no claims shall be
asserted under this Section unless the aggregate amount claimed is in excess of
$50,000 (fifty thousand U.S. Dollars), in which case a claim can be submitted
for the entire amount at issue, subject to the limits set forth in this Section
above. The remedies listed hereinabove are the sole and exclusive remedies, to
the exclusion of all other remedies, for any Misrepresentation.

     

    
      
        	
              	
                8.

              	
                Representations and
      Warranties of the
Lender

              


      

    

    The
Lender hereby represents and warrants to the Company as follows:

     

    
      	
               
      

            	
              8.1.

            	
              The
      execution, delivery and performance of this Agreement by it have been duly
      authorized by all requisite corporate action and will not violate any
      provision of law, any order of any court or other agency of government,
      its corporate documents or any provision of any indenture, agreement or
      other instrument to which it or any of its properties or assets is bound,
      conflict with, result in a breach of or constitute (with due notice or
      lapse of time or both) a default under any such indenture, agreement or
      other instrument or result in the creation or imposition of any charge,
      attachment or lien upon any of the properties or assets of the
      Company.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 8 —

     

    
      	
               
      

            	
              8.2.

            	
              This
      Agreement has been duly executed and delivered by it and constitutes its
      legal, valid and binding obligation, enforceable against it in accordance
      with its terms, subject to (i) applicable bankruptcy, insolvency,
      reorganization, fraudulent conveyance and moratorium laws and other laws
      of general application affecting enforcement of creditors' rights
      generally and (ii) the availability of equitable remedies as such remedies
      may be limited by equitable principles of general applicability
      (regardless of whether enforcement is sought in a proceeding in equity or
      at law).

            


    

     

    
      	
               
      

            	
              8.3.

            	
              The
      Lender is investing in the Company for the Lender's own account (not as a
      nominee or agent), for its investment only, and not with a view towards
      the distribution or resale of any securities which may be issued to the
      Lender ("Securities").

            


    

     

    
      	
               
      

            	
              8.4.

            	
              The
      Lender understands that any Securities it may be issued by the Company
      shall not be registered under Israeli laws (including but not limited to
      the Israel Securities Law - 1968) or other securities laws (including but
      not limited to the U.S. Securities Act of 1933), that there is no
      established market for such Securities and that no public market is
      presently foreseeable.

            


    

     

    
      	
               
      

            	
              8.5.

            	
              The
      Lender has experience in evaluating and investing in private placement
      transactions of securities in companies similar to the Company and it has
      such knowledge and experience in financial and business matters so that it
      is capable of evaluating the merits and risks of its investment in the
      Company, and has the capacity to protect its own interests and bear the
      economic risk of its investment in the Company. The Lender has had the
      opportunity to pose to the Company any and all questions it may have had
      in connection with its investment in the Company (including, without
      limitation, questions regarding the due diligence materials asked for and
      delivered to it, the terms and conditions of the investment in the Company
      and the business, properties, prospects and financial condition of the
      Company) and has received, to its satisfaction, answers to all such
      questions. The Lender has independently evaluated the risks and merits of
      investing in the Company, has reached a knowledgeable decision to make the
      investment in the Company and has independently determined that it is a
      suitable investment for it. The Lender understands that there is no
      assurance that any exemption from registration under Israeli or foreign
      securities laws will be available and that, even if available, such
      exemption may not allow the Lender to transfer all or any portion of any
      Securities it may be issued, under the circumstances, in the amounts or at
      the times the Lender might propose.

            


    

     

    
      	
               
      

            	
              8.6.

            	
              No
      agent, broker, investment banker, person, or firm acting in a similar
      capacity on behalf of or under the authority of the Lender is or will be
      entitled to any broker’s or finder’s fee or any other commission or
      similar fee, directly or indirectly, from the Company and the Company
      shall be entitled to receive the entire Loan Amount without any deductions
      or payments of such fees.

            


    

     

    
      
        	
              	
                9.

              	
                Conditions to
      Obligations of the
Lender

              


      

    

    The
obligations of the Lender to consummate the transactions contemplated hereby,
shall be subject to the satisfaction of each of the following
conditions:

     

    
      	
               
      

            	
              9.1.

            	
              The
      representations and warranties of the Company contained in this Agreement
      shall have been true and correct in all material respects as of the
      Effective Date.

            


    

     

    
      	
               
      

            	
              9.2.

            	
              The
      Company shall have delivered to the Lender an opinion of Danziger,
      Klagsbald & Co., counsel to the Company, in the form attached hereto
      as Schedule
      B.

            


    

     

    
      	
               
      

            	
              9.3.

            	
              The
      Company shall have delivered to the Lender minutes of resolutions of the
      Board in substantially the form attached hereto as Schedule
      C.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 9 —

     

    
      	
               
      

            	
              9.4.

            	
              The
      Company shall have delivered to the Lender a certificate duly executed by
      an executive officer of the Company in the form attached hereto as Schedule D,
      dated as of the date hereof.

            


    

     

    
      	
               
      

            	
              9.5.

            	
              Any
      and all preemptive rights or other participation rights with respect to
      the transactions contemplated hereby shall have been validly waived or
      satisfied.

            


    

     

    
      	
            	
              10.

            	
              Observership
      Right

            


    

    Until the
conversion or repayment of the Loan Amount, the Lender shall be entitled to
appoint, replace and terminate, from time to time, at its discretion, one
observer to the Board. Such right shall be subject to the applicable provisions
in the Articles applying to observers and shall include any rights of such
observer (as they may be from time to time).


     

    
      	
            	
              11.

            	
              Confidentiality

            


    

    Without
derogating from any other agreement or undertaking to which the Lender is or may
become subject, and in addition to any such agreement or undertaking, the Lender
undertakes that it shall keep in confidence, and not use for any purpose
whatsoever except in connection with the exercise of any of its rights under
this Agreement, any and all information relating to the Company which has been
provided to it by the Company or was otherwise obtained by it ("Confidential Information"),
except for information: (i) which is or shall be in the public domain not due to
any act of the Lender in breach of law or agreement; (ii) which, at the time of
disclosure to the Lender was already known to the Lender and was not acquired
directly or indirectly from the Company or any of its affiliates, all as may be
evidenced by written records of the Lender; (iii) which, at the time of
disclosure to the Lender was already received by the Lender from a third party
who did not acquire it directly or indirectly from the Company or any of its
affiliates under an obligation of confidence, all as may be evidenced by written
records of the Lender; (iv) was independently developed by the Lender without
the use of Confidential Information, as may be evidenced by written records of
the Lender; or (v) which the Lender is required to disclose under any applicable
law or stock exchange regulations. Notwithstanding the above, the Lender will
have the right to disclose its funding of the Company under this Agreement and
under the Early Development Program Agreement between the Lender and the
Company, dated January 10, 2007.


     

    
      	
            	
              12.

            	
              Settlement of
      Conflicts

            


    

    The laws
of the State of Israel, without giving effect to conflict of law rules, shall
govern the interpretation and enforcement of this Agreement. The parties hereto
agree to submit to the jurisdiction of the courts of Tel-Aviv-Jaffa with respect
to the breach or interpretation of this Agreement or the enforcement of any and
all rights, duties, liabilities, obligations, powers, and other relations
between the parties arising under this Agreement.


     

    
      	
            	
              13.

            	
              Miscellaneous

            


    

     

    
      	
               
      

            	
              13.1.

            	
              This
      Agreement embodies the entire agreement between the parties and supersedes
      all other agreements or understandings between any of the parties in
      connection with the subject matter hereof. This Agreement cannot be
      modified, supplemented or rescinded except in writing signed by the
      Company and the Lender.

            


    

     

    
      	
               
      

            	
              13.2.

            	
              The
      Lender may not assign, transfer, or otherwise dispose of any of its
      rights, obligations or duties under this Agreement to any other person or
      entity, except with the prior written consent of the Company, and any
      assignment in violation of this Section shall be void. Notwithstanding
      anything to the contrary contained in this Agreement, the Lender may
      transfer all or any portion of its rights hereunder without restriction to
      its Affiliates (as defined below) or to any officer or director of the
      Lender or an Affiliate (provided, that with
      respect to a transfer to an officer or director such transfer not exceed
      3% of the Loan Amount) and provided, that such
      transferee agrees to be bound by the terms and conditions of this
      Agreement. For the purposes of this Agreement, an “Affiliate” of any
      person or entity means any other person or entity, directly or indirectly,
      through one or more intermediary persons or entities, controlling,
      controlled by or under direct or indirect common control with /or having
      the same beneficial ownership as/ such person or entity. For purposes of
      this definition, “control” means the power to direct the management and
      policies of such person or firm, directly or indirectly, whether through
      the ownership of voting securities, by contract or
    otherwise

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 10 —

     

    
      	
               
      

            	
              13.3.

            	
              All
      notices to be given pursuant to this Agreement shall be in writing, and
      shall be deemed to have been duly given if hand delivered to such party's
      designated representative, or mailed, postage prepaid, by registered mail,
      or faxed (with a confirming copy sent by registered mail) and shall be
      deemed given (i) when so delivered personally; (ii) if mailed, five (5)
      days after the time of mailing; (iii) if faxed or sent by electronic mail
      (email), twenty four (24) hours after the time of sending the fax or
      electronic mail. Addresses for notices (which may be changed from time to
      time by a written notice pursuant hereto)
are:

            


    

    


    If to the
Lender:

    


    Pan
Atlantic Investments Limited

    Musson
Building, 2nd Floor

    Hincks
Street

    Bridgetown,
Barbados West Indies 11000

    Attention:
Robert J. Bourque, Managing Director

    Tel:
+1-246-436-9756

    Fax:
+1-246-437-6690

    


    With a
copy (which shall not constitute notice) to:

    


    Gross,
Kleinhendler, Hodak, Halevy, Greenberg & Co.

    One
Azrieli Center

    Tel Aviv,
67021 Israel

    Tel:
+972-3-607-4444

    Fax: +972
3 607 4411

    Attention:
Daniel Gamulka, Adv

    


    If to the
Company:

    


    BioLineRx
Ltd.

    19 Hartum
Street

    P.O. Box
45158

    Jerusalem
91450, Israel

    Attention: Vice President Finance
and Corporate Development

    Tel:
+972-2-548-9100

    Fax:+972-2-548-9101

    


    With a
copy (which shall not constitute notice) to:

    


    Danziger,
Klagsbald & Co.

    Attn.
Joeri Kreisberg, Adv.

    7
Menachem Begin Street

    Ramat Gan
52521, Israel

    Tel:
+972-3-611-0700

    Fax: +972
3-611-0707


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    — 11 —

     

    
      	
               
      

            	
              13.4.

            	
              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.

            


    

     

    
      	
               
      

            	
              13.5.

            	
              Each
      of the parties shall bear its own costs and expenses in negotiating and
      executing this Agreement, except that subject to and following of the
      receipt of the Loan Amount, the Company shall reimburse the Lender for its
      actual put of pocket legal expenses of up to $10,000 plus applicable value
      added tax.

            


    

    


    IN WITNESS WHEREOF the parties
have signed this Bridge Loan Agreement as of the date first herein above set
forth.

    


    
      
        
          	
                  BIOLINERX
      LTD.

                	
                  PAN
      ATLANTIC INVESTMENTS LIMITED

                
	 
      	 
      
	
                  By:

                	      
                  /s/
      Morris Laster   /s/  Aharon
      Schwartz

                	 
      	
                  By:

                	
                  /s/
      Robert J. Bourque

                
	
                  Name:
      Morris
      Laster    Aharon Schwartz

                	
                  Name:

                	
                  ROBERT
      J. BOURQUE

                
	
                  Title:  
      CEO                    VP
      Finance

                	
                  Title:

                	
                  Managing
      Director