Unassociated Document


    

      EXHIBIT
10.4

      


      
        EMPLOYMENT
AGREEMENT

         

        
          
            

          



      

      This
Employment Agreement, dated January 2, 2007, is between BioLineRx
USA, Inc a Delaware corporation (the “Company”), a wholly-owned
subsidiary of BioLineRx, Ltd (“BioLineRx”) and Nir
Gamliel an individual residing at 16 Treworthy Road, North Potomac,
Maryland 20878 (“Executive”).

       

      POSITION
AND RESPONSIBILITIES

       

      1.1         Position.  Executive
is employed by the Company to render services to the Company in the position of
Corporate Officer and Vice President of Business
Development.  Executive shall perform such duties and responsibilities
as are normally related to such position in accordance with the standards of the
industry and any additional duties now or hereafter assigned to Executive by the
Company.  Executive shall abide by the rules, regulations, and
practices as adopted or modified from time to time in the Company’s sole
discretion. Executive shall report to the Company President.  In the
event that there is no President the Executive will report to the Board of
Directors of the Company.

       

      1.2         Other
Activities.  Executive shall devote his/her full business time,
attention and skill to perform any assigned duties, services and
responsibilities while employed by the Company, for the furtherance of the
Company's business, in a diligent, loyal and conscientious manner. Except upon
the prior written consent of the Company, Executive will not, during the term of
this Agreement, (i) accept any other employment, or (ii) engage,
directly or indirectly, in any other business activity (whether or not pursued
for pecuniary advantage) that might interfere with Executive’s duties and
responsibilities hereunder or create a conflict of interest with the
Company.

       

      1.3         No
Conflict.  Executive represents and warrants that Executive’s
execution of this Agreement, Executive’s employment with the Company, and the
performance of Executive’s proposed duties under this Agreement shall not
violate any obligations Executive may have to any other employer, person or
entity, including any obligations with respect to proprietary or confidential
information of any other person or entity.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      COMPENSATION
AND BENEFITS

       

      2.1         Base Salary.  In
consideration of the services to be rendered under this Agreement, the Company
shall pay Executive a salary equivalent to One Hundred Seventy Thousand Dollars
($170,000) per year (“Base Salary”).  The Base Salary shall be paid in
accordance with the Company’s regularly established payroll
practice.  Executive's Base Salary shall be reduced by withholdings
required by law.  Executive’s Base Salary will be reviewed from time
to time in accordance with the established procedures of the Company for
adjusting salaries for similarly situated employees and may be adjusted in the
sole discretion of the Company.

       

      2.2         Bonus Plan. Executive shall be
eligible to receive one or more bonuses determined in accordance with this
Section 2.2.

       

      2.2.1  Signing
Bonus.  A signing bonus of US$ 5,000, payable on the first
payroll.

       

      2.2.2  Target
Bonus.  For each year, Executive will be eligible to receive a Target
Bonus as defined by Company’s Board of Directors.

       

      2.2.2.1  For
the calendar year ending December 31, 2008, the Executive’s Target Bonus shall
be 25% of the Base Salary for that year for meeting the goals that shall be
mutually agreed by the Executive and the Company’s Board of Directors within 8
weeks of the date of the execution of this Agreement.

       

      2.2.2.2  For
the calendar year ending December 31, 2009 and thereafter, the Executive’s
Target Bonus shall be (i) 25% of the Base Salary for non-deal goals that shall
be mutually agreed by the Executive and the Company’s Board of Directors plus
(ii)  and an additional 35% of the base salary for each “Deal” signed,
as such term is defined from time to time by the Company’s Board of Directors,
payable on the payroll following the Deal, and in each case subject to review
and approval by the Company’s Board of Directors (the “Deal
Bonus”).

       

      2.2.3  Participation
in Management Bonus Pool.  Executive shall also be eligible to
participate in any additional Deal related bonus pool then in
effect.


      
        
           


        

        
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      2.3         Stock Options.  The
Company shall recommend to the Board of Directors of BioLineRx that Executive be
provided with an option to purchase 150,000 ordinary shares of BioLineRx,
subject to vesting in accordance with BioLineRx’s standard
terms.  This recommendation will be considered for approval at the
BioLineRx’s next Board of Directors’ meeting.  The exercise price per
share of any approved options will be the market price of BioLineRx’s ordinary
shares at the close of trading on the TASE on the day of the BioLineRx Board of
Directors meeting at which such grant is approved.  Executive’s
entitlement to any stock options that may be approved is conditioned upon
Executive’s signing of the Stock Option Agreement, and is subject to its terms
and the terms of the Stock Option Plan under which the options are granted,
including vesting requirements.

       

      2.4         Benefits.  Executive
shall be eligible to participate in the benefits made generally available by the
Company to similarly-situated employees, in accordance with the benefit plans
established by the Company, and as may be amended from time to time in the
Company’s sole discretion.   Notwithstanding anything to the
contrary contained herein, the Executive shall be entitled to receive the
following social benefits:

       

      2.4.1     Standard
US medical and dental insurance;

       

      2.4.2.    401K
plan, under which the Company shall match up to 50% of Executive’s contribution,
and up to a maximum of US$ 15,500 per year;

       

      2.4.3     Standard
disability and life insurance; and

       

      2.4.4     20
vacation days per calendar year.

       

      2.5         Expenses.  The
Company shall reimburse Executive for reasonable travel and other business
expenses incurred by Executive in the performance of Executive’s duties
hereunder in accordance with the Company’s expense reimbursement guidelines, as
they may be amended at the Company’s sole discretion.

       

      2.5.1  Notwithstanding
anything to the contrary contained herein, the Executive shall be entitled to
reimbursement of up to $700 per month for documented expenses associated with
the leasing and operating of a car, subject to the Company’s standard policies
and conditions.

       


      
        
           


        

        
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      2.5.2   Notwithstanding
anything to the contrary contained herein, the Executive shall be entitled to
coverage of telecommunication expenses, subject to the Company’s standard
policies and conditions.

       

      AT-WILL
EMPLOYMENT

       

      3.1.        Company
shall have the right to terminate Executive’s employment with Company at any
time For Cause or Not For Cause, subject to the notice requirements described in
this Section 3.  Company shall have the right to terminate Executive’s
employment with the Company at any time upon written notice delivered to the
Executive, which notice shall specify the date of termination of Executive’s
employment, which date shall be no less than thirty (30) days after the date
notice is received by Executive. Similarly, Executive shall have the right to
terminate his employment at any time upon written notice delivered to the
Company, which notice shall specify the date of termination of Executive’s
employment which date shall be no less than thirty (30) days after the date
notice is received by the Company. Company shall also have the right, in its
sole discretion, to pay Executive in lieu of the notice specified above.
Notwithstanding anything to the contrary contained in this Agreement, the
employment of Executive shall be “at-will” at all times.  The Company
or Executive may terminate Executive’s employment with the Company at any time,
subject to the notice provisions specified herein, for any reason or no reason
at all.  The at-will relationship may not be modified by anything
contrary contained in or arising from any statements, policies or practices of
the Company relating to the employment, discipline or termination of its
employees.  Upon and after such termination, all obligations of the
Company under this Agreement shall cease, provided however, that any
Deal entitling Executive to the Deal Bonus, drafts of which have already been
prepared prior to termination of Executive’s employment, and which is executed
within ninety (90) days of Executive’s termination hereunder shall entitle
Executive to receive the Deal Bonus under Section 2.2.2 above.

      


      3.2.        Termination
For Cause.

      3.2.1.  “For
Cause” for termination shall mean:  if in the sole discretion of the
Company: (i) there is a failure by the Executive to follow a lawful
direction or order of the Board of Directors of the Company or the Board of
Directors of the Company; (ii) there is a serious neglect of duty by the
Executive; (iii) Executive exhibits unfitness for service (such as being
intoxicated at work), dishonesty related to his work, persistent and material
deficiencies in performance or gross incompetence; (iv) Executive is convicted
of a felony or other crime involving dishonesty, intentional misconduct or
breach of trust; (v) Executive becomes mentally or physically incapacitated and
cannot carry out his/her duties for a period of more than one hundred twenty
(120) days.  No termination For Cause under subsections (i), (ii), or
(iii) shall be effective unless Company shall have first given Executive written
notice specifying in reasonable detail the event or events giving rise to the
alleged For Cause, and Executive has failed to fully cure such event or events
during the thirty (30) day period following the provision of such written
notice.


      
        
           


        

        
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      3.2.2.    In
the event Executive’s employment is terminated at any time For Cause, he will be
entitled to Accrued Obligations, but he will not be entitled to pay in lieu of
notice, Severance Pay, pro rata bonus, Deal Bonus, or any other such
compensation.

      


      3.3.        Termination Not For Cause. In
the event Executive’s employment is terminated by the Company Not For Cause,
then Executive shall be entitled to receive an amount equal to the Executive’s
Base Salary during a three (3) month period (and equal to the Base Salary
multiplied by one quarter (1⁄4)) (the “Severance Pay”).

      


      3.4.        Voluntary
or Mutual Termination.

      3.4.1.   Executive
may voluntarily terminate his employment with Company at any time after which,
other than the Accrued Obligations, no further compensation will be paid to
Executive.

      3.4.2.   In
the event Executive voluntarily terminates his employment, other than the
Accrued Obligations, he will not be entitled to, pay in lieu of notice,
Severance Pay, or any other such compensation.

       

      TERMINATION
OBLIGATIONS

       

      4.1         Return of
Property.  Executive agrees that all property (including
without limitation all equipment, tangible proprietary information, documents,
records, notes, contracts and computer-generated materials) furnished to or
created or prepared by Executive incident to Executive’s employment belongs to
the Company and shall be promptly returned to the Company upon termination of
Executive’s employment.

       

      4.2         Resignation and
Compensation.  Following any termination of employment,
Executive shall, upon the Company’s request, cooperate with the Company in the
winding up of pending work on behalf of the Company and the orderly transfer of
work to other employees.  Executive shall also cooperate (at the
Company’s expense) with the Company in the defense of any action brought by any
third party against the Company that relates to Executive’s employment by the
Company.

       

      
        
           


        

        
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      INVENTIONS
AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY INFORMATION

       

      5.1         Proprietary Information and Non
Competition Agreement.  Executive has executed BioLineRx’s
standard assignment of IP, confidentiality, non disclosure and non competition
agreement, dated November __, 2007, which is attached as Exhibit B (“Proprietary
Information Agreement”). Executive acknowledges and agrees that the Proprietary
Information Agreement shall apply during the entire term of this Employment
Agreement and thereafter. For purposes of this Agreement the Company is current
engaged in the business of drug development in multiple therapeutic
areas.

       

      5.2         Non-Disclosure of Third Party
Information.  Executive represents and warrants and covenants
that Executive shall not disclose to the Company, or use, or induce the Company
to use, any proprietary information or trade secrets of others at any time,
including but not limited to any proprietary information or trade secrets of any
former employer, if any; and Executive acknowledges and agrees that any
violation of this provision shall be grounds for Executive’s immediate
termination and could subject Executive to substantial civil liabilities and
criminal penalties.  Executive further specifically and expressly
acknowledges that no officer or other employee or representative of the Company
has requested or instructed Executive to disclose or use any such third party
proprietary information or trade secrets.

       

      ARBITRATION;
VENUE

       

      Executive
hereby agrees and acknowledges that any disputes between the parties shall be
finally settled under the procedure and rules of the Rules of Conciliation and
Arbitration of the International Chamber of Commerce in the English language by
one (1) arbitrator appointed in accordance with these rules. If such attempt at
arbitration shall fail within a period of six (6) months, the matter shall be
subject to the jurisdiction of the competent courts of the State of Delaware.
The parties agree that the competent courts of the State of Delaware shall have
exclusive jurisdiction to settle any dispute which may arise in connection with
this Agreement, and the employment relationship established by this
Agreement..

       

      
        
           


        

        
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      AMENDMENTS;
WAIVERS; REMEDIES

       

      This
Agreement may not be amended or waived except by a writing signed by Executive
and by a duly authorized representative of the Company.  Failure to
exercise any right under this Agreement shall not constitute a waiver of such
right.  Any waiver of any breach of this Agreement shall not operate
as a waiver of any subsequent breaches.  All rights or remedies
specified for a party herein shall be cumulative and in addition to all other
rights and remedies of the party hereunder or under applicable law.

       

      ASSIGNMENT;
BINDING EFFECT

       

      9.1         Assignment.  The
performance of Executive is personal hereunder, and Executive agrees that
Executive shall have no right to assign and shall not assign or purport to
assign any rights or obligations under this Agreement.  This Agreement
may be assigned or transferred by the Company; and nothing in this Agreement
shall prevent the consolidation, merger or sale of the Company or a sale of any
or all or substantially all of its assets.  Notwithstanding the
generality of the foregoing, the Company, in its sole discretion, may assign
this Agreement to BioLineRx at any time, without the need to obtain Executive’s
consent.

       

      9.2         Binding
Effect.  Subject to the foregoing restriction on assignment by
Executive, this Agreement shall inure to the benefit of and be binding upon each
of the parties; the affiliates, officers, directors, agents, successors and
assigns of the Company; and the heirs, devisees, spouses, legal representatives
and successors of Executive.

       

      NOTICES

       

      Any
notice under this Agreement must be in writing and addressed to the Company or
to Executive at the corresponding address below.  Notices under this
Agreement shall be effective upon (a) hand delivery, when personally delivered;
(b) written verification of receipt, when delivered by overnight courier or
certified or registered mail; or (c) acknowledgment of receipt of electronic
transmission, when delivered via electronic mail or
facsimile.  Executive shall be obligated to notify the Company in
writing of any change in Executive's address.  Notice of change of
address shall be effective only when done in accordance with this
paragraph.

       

      
        
           


        

        
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      Company’s
Notice Address:

       

      BioLineRx
USA, Inc

      15400
Calhoun Drive, Suite #125

      Rockville,
Maryland 20855

       

      Executive’s
Notice Address:

       

      Nir
Gamliel

      16
Treworthy Road

      North
Potomac, Maryland 20878

       

      
        
           


        

        
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      SEVERABILITY

       

      If any
provision of this Agreement shall be held by a court or arbitrator to be
invalid, unenforceable, or void, such provision shall be enforced to the fullest
extent permitted by law, and the remainder of this Agreement shall remain in
full force and effect.  In the event that the time period or scope of
any provision is declared by a court or arbitrator of competent jurisdiction to
exceed the maximum time period or scope that such court or arbitrator deems
enforceable, then such court or arbitrator shall reduce the time period or scope
to the maximum time period or scope permitted by law.

       

      TAXES

       

      All
amounts paid under this Agreement (including without limitation Base Salary)
shall be reduced by all applicable state and federal tax withholdings and any
other withholdings required by any applicable jurisdiction.

       

      GOVERNING
LAW

       

      The
validity, interpretation, enforceability, and performance of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to Delaware conflict of laws principles.

       

      INTERPRETATION

       

      This
Agreement shall be construed as a whole, according to its fair meaning, and not
in favor of or against any party.  Sections and section headings
contained in this Agreement are for reference purposes only, and shall not
affect in any manner the meaning or interpretation of this
Agreement.  Whenever the context requires, references to the singular
shall include the plural and the plural the singular.

       

      OBLIGATIONS
SURVIVE TERMINATION OF EMPLOYMENT

       

      Executive
agrees that Executive’s obligations under Section 5 of this Agreement, including
Exhibit B referenced therein, shall survive the termination of employment and
the termination of this Agreement.

       

      
        
           


        

        
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      COUNTERPARTS

       

      This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original of this Agreement, but all of which together shall constitute
one and the same instrument.

       

      AUTHORITY

       

      Each
party represents and warrants that such party has the right, power and authority
to enter into and execute this Agreement and to perform and discharge all of the
obligations hereunder; and that this Agreement constitutes the valid and legally
binding agreement and obligation of such party and is enforceable in accordance
with its terms.

       

      ENTIRE
AGREEMENT

       

      This
Agreement (including the Exhibits attached hereto, which are incorporated herein
by reference) is the final, complete and exclusive agreement of the parties with
respect to the subject matter hereof and supersedes and merges all prior or
contemporaneous representations, discussions, proposals, negotiations,
conditions, communications and agreements, whether written or oral, between the
parties relating to the subject matter hereof and all past courses of dealing or
industry custom.

       

      
        
           


        

        
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      Executive
acknowledges Executive has had the opportunity to consult legal counsel
concerning this agreement, that Executive has read and understands the
agreement, that Executive is fully aware of its legal effect, and that Executive
has entered into it freely based on Executive’s own judgment and not on any
representations or promises other than those contained in this
agreement.

       

      In Witness
Whereof, the parties have duly executed this Agreement as of the date
first written above.

       

      
        
          	
                  BioLineRx
      USA, Inc.:

                	 
      	
                  Executive:

                
	 
      	 
      	 
      
	
                  By:

                	
                  

                    /s/
      Morris Laster

                  

                	 
      	
                  By:
      /s/ Nir Gamliel

                
	 
      	 
      	 
      
	
                  Title:

                	
                      Director

                	
                    

                	 
      


        

      

       

      
        
           


        

        
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