EXHIBIT
10.22

    


    

    19 Hartum
Street, P.O. Box 45158, Jerusalem 91450, Israel

     

    January
27, 2005

     

    Dr. Leah
Klapper

    11
Shapira Street

    Apartment
#38

    Ramat-Gan,
52506

     

    Dear Dr.
Klapper,

     

    Re:           Engagement
Offer

     

    Further
to our discussions, we are pleased to offer you employment with us under the
following terms and conditions.

     

    By
signing this letter you indicate your acceptance of the offer, thus turning this
letter into a binding employment contract between you and us (this “Agreement”).  For
purposes of convenience, BioLine Innovations Jerusalem, L.P. will be called in
this letter “BIJ” or “we” and you will be called the “Employee” or
“you”.

     

    General

    1.           Position.  You
shall serve in the position described in Exhibit
A.  In such position you shall report regularly to, and be
subject to the direction and control of, BIJ’s General Manager.  You
shall perform your duties diligently, conscientiously and in furtherance of
BIJ’s best interests.  You agree and undertake to inform BIJ,
immediately after you become aware of it, of any matter that may in any way
raise a conflict of interest between yourself and BIJ.  You shall not
receive during your employment by BIJ any payment, compensation or benefit from
any third party in connection, directly or indirectly, with the execution of
your position in BIJ.

     

    2.           Full Time
Employment.  You will be employed on a full time
basis.  You shall devote your entire business time and attention to
the business of BIJ and you shall not undertake or accept any other paid or
unpaid employment or occupation or engage in any other business activity except
with the prior written consent of BIJ, which shall not be unreasonably
withheld.  You confirm and declare that your position is one that
requires a special measure of personal trust and
loyalty.  Accordingly, the provisions of the Hours of Work and Rest
Law-1951 shall not apply to you and you shall not be entitled to any
compensation for working more than the maximum number of hours per week set
forth in said law or any other applicable.


    
      
         


      

      
         


        
          

        

      

      
         


        -2-

      

    

     

    3.           Location.  You
shall perform your duties hereunder at BIJ’s facilities in Jerusalem, Israel,
but you understand and agree that your position may involve domestic and
international travel.

     

    4.           Employee’s Representations
and Warranties.  You represent and warrant that the execution
and delivery of this Agreement and the fulfillment of all its terms: (i) will
not constitute a default under or conflict with any agreement or other
instrument to which you are a party to or by which you are bound; and (ii) do
not require the consent of any person or entity.  Further, with
respect to any past engagement you may have had with third parties and with
respect to any allowed engagement you may have with any third party “Other Employers”), you
represent, warrant and undertake that: (a) your engagement with BIJ is and/or
will not be in breach of your undertakings towards Other Employers, and (b) you
will not disclose to BIJ, or use, in provision of any services to BIJ, any
proprietary or confidential information belonging to any Other
Employers.

     

    Term of
Employment

    5.           Term.  Your
employment by BIJ shall be deemed to have commenced on the date set forth in
Exhibit
A (the “Commencement
Date”) and shall continue until it is terminated pursuant to the terms
set forth herein.

     

    6.           Termination at
Will.  Either party may terminate the employment relationship
hereunder at any time by giving the other party a prior written notice as set
forth in Exhibit
A (the “Notice
Period”).

     

    7.           Termination for
Cause.  In the event of a termination for Cause (as defined
below), BIJ may immediately terminate the employment relationship effective as
of the time of written notice of the same.  “Cause” means (a) a serious
breach of trust including but not limited to theft, embezzlement, self-dealing,
prohibited disclosure to unauthorized persons or entities of confidential or
proprietary information of or relating to BIJ and the engaging by yourself in
any prohibited business competitive to the business of BIJ; or (b) any willful
failure to perform or failure to perform competently any of your fundamental
functions or duties hereunder, which was not cured within thirty (30) days after
receipt by you of written notice thereof, or (c) other cause justifying
termination or dismissal without severance payment under applicable
law.

     

    8.           Notice Period; End of
Relations.  During the Notice Period, the employment
relationship hereunder shall remain in full force and effect and there shall be
no change in your position with BIJ, in your Salary and all other benefits to
which you are entitled, or in any other obligations of either party hereunder,
and you shall cooperate with BIJ and assist BIJ with the integration into BIJ of
the person who will assume your responsibilities.  However, BIJ, at
its own discretion, may terminate this Agreement and the employment relationship
at any time immediately upon a written notice and pay you a one time amount
equal to the Salary and the benefits referred to in Section 11 that would have
been paid to you during the Notice Period in lieu of the prior
notice.

     

    Covenants

    9.           Proprietary Information;
Confidentiality and Non-Competition.  By executing this
Agreement you confirm and agree to the provisions of BIJ’s Proprietary
Information, Confidentiality and Non-Competition Agreement attached in Exhibit
B hereto.


    
      
         


      

      
         


        
          

        

      

      
         


        -3-

      

    

     

    Salary; Insurance; Advanced
Study Fund

    10.           Salary.  BIJ
shall pay to you as compensation for the employment services, an aggregate
monthly compensation in the amount set forth in Exhibit
A (the “Salary”).  Except as
specifically set forth herein, the Salary includes any and all payments to which
you are entitled from BIJ hereunder and under any applicable law, regulation or
agreement.  The Salary includes any and all reimbursement of daily
travel costs to which you are entitled under applicable law, and any and all
other payments to which you are entitled from BIJ hereunder and under any
applicable law, regulation or agreement.  Your Salary and other terms
of employment shall be reviewed by BIJ’s management at least once a year, and
may be updated at the discretion of BIJ’s management.  The Salary is
to be paid to you no later then the 5th day of
each calendar month after the month for which the Salary is paid after deduction
of applicable taxes and the like payments.

     

    11.           Insurance and Social
Benefits.  BIJ will insure you under an “Manager’s Insurance
Scheme” to be selected by BIJ in coordination with you; or if so requested by
you under your existing “Manager’s Insurance Scheme” (the “Insurance Scheme”) as follows:
(i) BIJ will pay an amount equal to 5% of the Salary towards a fund for life
insurance and pension, and shall deduct 5% from the Salary and pay such amount
towards the Insurance Scheme for your benefit; (ii) BIJ will pay an amount of up
to 2.5% of the Salary towards a fund for the event of loss of working ability
(Ovdan Kosher Avoda); and (iii) BIJ will pay an amount equal to 8 1/3% of the
Salary towards a fund for severance compensation.

     

    BIJ
together with you will maintain an advanced study fund (Keren Hishtalmut Fund)
such that you and BIJ shall contribute to such fund an amount equal to 2.5% and
7.5%, respectively, up to the relevant tax exempt ceiling.  Your
aforementioned contribution is to be transferred to such fund by BIJ from each
monthly Salary payment.

     

    All
amounts paid by BIJ in accordance with this Section will be transferred to you,
and all title and rights in the Insurance Scheme shall be assigned to you, upon
the termination of your employment in any circumstances other than in case of
termination of your employment for Cause, and the same shall constitute the full
and only compensation to be paid by BIJ to you in such
circumstances.

     

    The
agreement set forth in this provision is in accordance with Section 14 of the
Severance Compensation Law, 1963, and in accordance with the general approval of
the Labor Minister, promulgated under said Section 14, regarding employer’s
payment to pension fund and insurance fund in lieu of severance pay pursuant to
Section 14 of the Severance Compensation Law, 1963; a copy of which is attached
hereby as Exhibit
C, which Schedule shall be signed by both parties to this
Agreement.

     

    Additional
Benefits

    12.           Expenses.  BIJ
will reimburse you for pre approved by your superior, business expenses borne by
you, in accordance with BIJ’s policies as determined by BIJ from time to
time.  As a condition to reimbursement, you shall be required to
provide BIJ with all invoices, receipts and other evidence of expenditure as may
be reasonably required by BIJ from time to time.

     


    
      
         


      

      
         


        
          

        

      

      
         


        -4-

      

    

     

    13.           Vacation.  You
shall be entitled to that number of vacation days per year as set forth in Exhibit
A, and the use of said vacation days will be coordinated with
BIJ.  In the event that the demands of your activities preclude or
limit your ability to actually use such vacation days in any year, you shall be
entitled to the balance of the unused vacation only in the next succeeding year
or, if unable to take the balance in that next succeeding year, to receive an
amount equal to the rate of Salary then applicable to the vacation time not
taken during such year.

     

    14.           Sick Leave; Recreation
Pay.  You shall be entitled to full paid sick leave and
Recreation Pay (Dmei Havra’a) pursuant to applicable law and according to BIJ’s
policy.

     

    15.           Options.  You
shall be granted options to purchase Ordinary Shares par value NIS 0.01 each of
BioLineRx Ltd., a limited partner of BIJLP (“BioLineRx”), in the amount set
forth in Exhibit
A, to be granted pursuant to, and in accordance with, the terms and
conditions of the share option plan adopted by the Company (the “Options”).

     

    16.           Automobile.  For
purposes of performance of your duties and tasks, BIJ shall make available to
you a leased automatic automobile, of a type to be elected by BIJ, in accordance
with its policies (e.g., Mazda 3, Toyota Corolla) (the “Leased Car”).  BIJ
shall bear and pay for the cost of fuel, maintenance and repairs, and any
insurance deductibles for the Leased Car, in accordance with its
policies.  You shall be liable for paying any parking and/or traffic
fines received in connection herewith, and for indemnification of BIJ in case of
negligent use of the Leased Car and/or use of the Leased Car not in accordance
with BIJ’s applicable policies.  For the avoidance of doubt, you agree
and confirm that the cost of the leasing and/or the cost of the use of the
Leased Car shall not constitute a component of your Salary, including with
regard to social benefits and/or any other right to which you are entitled by
virtue of this Agreement or under law.  The Leased Car will remain in
BIJ’s ownership, and will be returned to BIJ by you at the end of the Notice
Period upon termination of your employment with BIJ for any reason, if and as of
the date on which your services are no longer required by BIJ.

     

    Miscellaneous

    17.           The
laws of the State of Israel shall apply to this Agreement and the sole and
exclusive place of jurisdiction in any matter arising out of or in connection
with this Agreement shall be the Tel-Aviv Regional Labor Court; the provisions
of this Agreement are in lieu of the provisions of any collective bargaining
agreement, and therefore, no collective bargaining agreement shall apply with
respect to the relationship between the parties hereto (subject to the
applicable provisions of law); no failure, delay of forbearance of either party
in exercising any power or right hereunder shall in any way restrict or diminish
such party’s rights and powers under this Agreement, or operate as a waiver of
any breach or nonperformance by either party of any terms of conditions hereof;
in the event it shall be determined under any applicable law that a certain
provision set forth in this Agreement is invalid or unenforceable, such
determination shall not affect the remaining provisions of this Agreement unless
the business purpose of this Agreement is substantially frustrated thereby; this
Agreement constitutes the entire understanding and agreement between the parties
hereto, supersedes any and all prior discussions, agreements and correspondence
with regard to the subject matter hereof, and may not be amended, modified or
supplemented in any respect, except by a subsequent writing executed by both
parties hereto; you acknowledge and confirm that all terms of your employment
are personal and confidential, and undertake to keep such term in confidence and
refrain from disclosing such terms to any third party.


    
      
         


      

      
         


        
          

        

      

      
         


        -5-

      

    

     

    Please
indicate your acceptance to the terms of this letter by signing and dating them
and returning a counterpart hereof to us.  BIJ’s signature on this
letter will bind BIJ only if coupled with your signature.

     

    
      
        
          
            
              
                
                  	
                          Sincerely
      yours,

                        
	 
      
	
                          BioLine
      Innovations Jerusalem, L.P.

                        
	
                          By
      its General Partner, BioLine Innovations

                          Jerusalem
      Ltd.

                        
	 
      
	
                          By:

                        	
                          /s/
      Yuri
Shoshan

                        


                

              

            

          

        

      

    

     

    
      	
              Title:

            	Yuri
      Shoshan, Director


    

     

     

     

    I, the
undersigned, Leah Klapper hereby agree to all terms of this letter, and in
witness hereof have signed this letter on this date of 17/2, 2005.

     

    Signature:  /s/ Leah
Klapper                


    
      
         


      

      
         


        
          

        

      

      
         


        -6-

      

    


    Exhibit
A 

    To
Personal Employment Agreement by and between BioLine Innovations Jerusalem,
L.P.

    and
the Employee whose name is set forth herein

     

    
      
        
          	
                  1.

                	
                  Name
      of Employee:

                	
                  Leah
      Klapper

                
	 
      	 
      	 
      
	
                  2.

                	
                  ID
      No. of Employee:

                	
                  069474898

                
	 
      	 
      	 
      
	
                  3.

                	
                  Address
      of Employee:

                	
                  11
      Shapira Street, Apartment #38, Ramat-Gan, 52506

                
	 
      	 
      	 
      
	
                  4.

                	
                  Position
      in BIJ:

                	
                  Vice
      President of Pre-Clinical Development

                
	 
      	 
      	 
      
	
                  5.

                	
                  Commencement
      Date:

                	
                  January
      1, 2005

                
	 
      	 
      	 
      
	
                  6.

                	
                  Notice
      Period:

                	
                  30
      days

                
	 
      	 
      	 
      
	
                  7.

                	
                  Salary:

                	
                  NIS
      25,000 (Gross)

                
	 
      	 
      	 
      
	
                  8.

                	
                  Options

                	
                  50,000
      options.  For the avoidance of doubt, the aforementioned number
      of options has already been promised to you by BioLineRx directly pursuant
      to a past employment agreement with BioLineRx, and this DOES
      NOT constitute an additional promise of options.

                
	 
      	 
      	 
      
	
                  9.

                	
                  Vacation
      Days Per Year:

                	
                  21
      days

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


        -7-

      

    


    Exhibit
B

    To
Personal Employment Agreement by and between BioLine Innovations Jerusalem,
L.P.

    and
the Employee whose name is set forth herein

     

    
      
        	
                Name
      of Employee:

              	
                Leah
      Klapper

              
	 
      	 
      
	
                ID
      No. of Employee:

              	
                069474898

              


      

    

    


    1.            General

    All the
capitalized terms herein shall have the meanings ascribed to them in the Letter
of Agreement to which this Exhibit is attached (the “Agreement”).  For
purposes of any undertaking of the Employee toward BIJ, the term BIJ shall
specifically include BioLineRX Ltd., BioLine Innovations Jerusalem Ltd. and any
and all subsidiaries and affiliates of BIJ.

     

    The
Employee’s obligations and representations and BIJ’s rights under this Exhibit
shall apply as of the Commencement Date of the employment relationship between
BIJ and the Employee, and as of the first time the Employee became engaged with
BIJ, regardless of the date of execution of the Agreement.

     

    2.           Confidentiality;
Proprietary Information

    2.1           “Proprietary Information” means
confidential and proprietary information concerning the business and financial
activities of BIJ, including patents, patent applications, trademarks,
copyrights and other intellectual property, and information relating to the
same, technologies and products (actual or planned), know how, inventions,
research and development activities, trade secrets and industrial secrets, and
also confidential commercial information such as investments, investors,
employees, customers, suppliers, marketing plans, etc., all the above - whether
documentary, written, oral or computer generated.  Proprietary
Information shall also include information of the same nature which BIJ may
obtain or receive from third parties.

     

    2.2.           Proprietary
Information shall be deemed to include any and all proprietary information
disclosed by or on behalf of BIJ and irrespective of form but excluding
information that (i) was known to Employee prior to Employee’s association with
BIJ and can be so proven; (ii) is or shall become part of the public knowledge
except as a result of the breach of the Agreement or this Exhibit by the
Employee; (iii) reflects general skills and experience gained during Employee’s
engagement by BIJ; or (iv) reflects information and data generally known in the
industries or trades in which BIJ operates.

     

    2.3.           Employee
recognizes that BIJ received and will receive confidential or proprietary
information from third parties (specifically including the entities referred to
in Section 1 above), subject to a duty on BIJ’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes.  In connection with such duties, such information shall be
deemed Proprietary Information hereunder, mutatis
mutandis.

     

    2.4           Employee
agrees that all Proprietary Information, and patents, trademarks, copyrights and
other intellectual property and ownership rights in connection therewith shall
be the sole property of BIJ and its assigns.  At all times, both
during Employee’s engagement by BIJ and after Employee’s termination, Employee
will keep in confidence and trust all Proprietary Information, and the Employee
will not use or disclose any Proprietary Information or anything relating to it
without the written consent of BIJ, except as may be necessary in the ordinary
course of performing Employee’s duties under the Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


        -8-

      

    

     

    2.5.           Upon
termination of Employee’s employment with BIJ, Employee will promptly deliver to
BIJ all documents and materials of any nature pertaining to Employee’s work with
BIJ, and will not take with Employee any documents or materials or copies
thereof containing any Proprietary Information.

     

    2.6.           Employee’s
undertakings set forth in this Section 2 shall remain in full force and effect
after termination of this Agreement or any renewal thereof.

     

    3.           Disclosure
and Assignment of Inventions

    3.1.           “Inventions” means any and all
inventions, improvements, designs, concepts, techniques, methods, systems,
processes, know how, computer software programs, databases, mask works and trade
secrets, whether or not patentable, copyrightable or protectible as trade
secrets; “BIJ
Inventions” means any Inventions that are made or conceived or first
reduced to practice or created by Employee, whether alone or jointly with
others, during the period of Employee’s employment with BIJ, and which: (i) are
developed using equipment, supplies, facilities or Proprietary Information of
BIJ, (ii) result from work performed by Employee for BIJ, or (iii) related to
the field of business of BIJ, or to specific fields of research and development
undertake by BIJ.

     

    3.2.           Employee
undertakes and covenants that Employee will promptly disclose in confidence to
BIJ all Inventions deemed as BIJ Inventions.

     

    3.3.           Employee
hereby irrevocably transfers and assigns to BIJ all worldwide patents, patent
applications, copyrights, mask works, trade secrets and other intellectual
property rights in any BIJ Invention, and any and all moral rights that Employee
may have in or with respect to any BIJ Invention.

     

    3.4.           Employee
agrees to assist BIJ, at BIJ’s expense, in every proper way to obtain for BIJ
and enforce patents, copyrights, mask work rights, and other legal protections
for BIJ Inventions in any and all countries.  Employee will execute
any documents that BIJ may reasonably request for use in obtaining or enforcing
such patents, copyrights, mask work rights, trade secrets and other legal
protections.  Such obligation shall continue beyond the termination of
Employee’s employment with BIJ.  Employee hereby irrevocably
designates and appoints BIJ and its authorized officers and agents as Employee’s
agent and attorney in fact, coupled with an interest to act for and on
Employee’s behalf and in Employee’s stead to execute and file any document
needed to apply for or prosecute any patent, copyright, trademark, trade secret,
any applications regarding same or any other right or protection relating to any
Proprietary Information (including BIJ Inventions), and to do all other lawfully
permitted acts to further the prosecution and issuance of patents, copyrights,
trademarks, trade secrets or any other right or protection relating to any
Proprietary Information (including BIJ Inventions), with the same legal force
and effect as if executed by Employee himself.


    
      
         


      

      
         


        
          

        

      

      
         


        -9-

      

    


    4.           Non-Competition

    4.1.           In
consideration of Employee’s terms of employment, which include special
compensation for Employee’s undertakings under this Section 4, and in order to
enable BIJ to effectively protect its Proprietary Information, Employee agrees
and undertakes that she will not, so long as she is employed by BIJ and for a
period of 12 months following termination of his employment for whatever reason,
directly or indirectly, be engaged in, or employed by, any business or venture
that is engaged in any activities competing with BIJ and its business activities
in which Employee was involved, or by providing products or services
substantially similar to products or services offered by BIJ; provided, however, that
Employee may own securities of any corporation which is engaged in such business
and is publicly owned and traded but in an amount not to exceed at any one time
one percent (1%) of any class of stock or securities of such corporation, and so
long as Employee has no active role in such corporation as director, employee,
consultant or otherwise.

     

    4.2.           Employee
agrees and undertakes that during the period of Employee’s employment and for a
period of twelve (12) months following termination of his employment for
whatever reason, Employee will not, directly or indirectly, including personally
or in any business in which Employee may be an officer, director or shareholder,
solicit for employment any person who is employed by BIJ, or retained by BIJ as
a consultant, advisor or the like service provider (collectively, “Consultant”), if such
Consultant is prevented thereby from continuing to render its services to BIJ,
on the date of such termination or during the preceding twelve (12)
months.

     

    5.           Reasonableness
of Protective Covenants

    Insofar
as the protective covenants set forth in this Agreement are concerned, Employee
specifically acknowledges, stipulates and agrees as follows: (i) the protective
covenants are reasonable and necessary to protect the goodwill, property and
Proprietary Information of BIJ, and the operations and business of BIJ; and (ii)
the time duration of the protective covenants is reasonable and necessary to
protect the goodwill and the operations and business of BIJ, and does not impose
a greater restrain than is necessary to protect the goodwill or other business
interests of BIJ.  Nevertheless, if any of the restrictions set forth
in this Exhibit is found by a court having jurisdiction to be unreasonable or
overly-broad as to geographic area, scope or time or to be otherwise
unenforceable, the parties intend for the restrictions set forth in this Exhibit
to be reformed, modified and redefined by such court so as to be reasonable and
enforceable and, as so modified by such court, to be fully
enforced.

     

    6.           Remedies
for Breach

    Employee
acknowledges that the legal remedies for breach of the provisions of this
Exhibit may be found inadequate and therefore agrees that, in addition to all of
the remedies available to BIJ in the event of a breach or a threatened breach of
any of such provisions, BIJ may also, in addition to any other remedies which
may be available under applicable law, obtain temporary, preliminary and
permanent injunctions against any and all such actions.

     

    7.           Intent of
Parties

    Employee
recognizes and agrees that: (i) this Exhibit is necessary and essential to
protect the business of BIJ and to realize and derive all the benefits, rights
and expectations of conducting BIJ’s business; (ii) the area and duration of the
protective covenants contained herein are in all things reasonable; and (iii)
good and valuable consideration exists under the Agreement, for Employee’s
agreement to be bound by the provisions of this Exhibit.


    
      
         


      

      
         


        
          

        

      

      
         


        -10-

      

    


    TRANSLATION
FROM HEBREW

    


    Exhibit
C

     

    To
Personal Employment Agreement by and between BioLine Innovations Jerusalem,
L.P.

    and the
Employee whose name is set forth herein.

    


    Agreement
under Section 14 of the Severance Pay Law

    


    I, the
undersigned, hereby confirm that I agree to incorporate the terms and conditions
detailed in the foregoing regarding only ongoing payments of the employee to the
insurance fund (Managers Insurance) for an allowance and/or severance fund, as
published in the Official Announcement Gazette of the State of Israel 4659 on
June 30, 1998, on page 4394 (Last Amended as — Official Announcement Gazette of
the State of Israel 4970, on 1949):

     

    By virtue
of my power under Section 14 of the Severance Pay Law, 5723-1963 (hereinafter:
the “Law”), I certify
that payments made by an employer commencing from the date of the publication of
this approval for the sake of his employee to a comprehensive pension provident
fund that is not an insurance fund within the meaning set forth in the Income
Tax Regulations (Rules for the Approval and Conduct of Provident Funds),
5724-1964 (hereinafter: the “Pension Fund”) or to managers’
insurance which includes the possibility to receive annuity payments under an
insurance fund as aforesaid, (hereinafter: the “Insurance Fund”), including
payments made by the employer by a combination of payments to a Pension Fund and
an Insurance Fund (hereinafter: “Employer’s Payments”), shall
be made in lieu of severance pay due to said employee with respect to the salary
from which said payments were made and for the period they were paid
(hereinafter: the “Exempt
Salary”), provided that all the following conditions are
fulfilled:

     

    (1)   The
Employer’s Payments –

     

    (a)   to
the Pension Fund are not less than 141⁄3% of the Exempt Salary or 12% of the
Exempt Salary if the employer pays, for the sake of his employee, in addition
thereto, payments to supplement severance pay to a  severance pay
provident fund or to an Insurance Fund in the employee’s name, in the amount of
21⁄3% of the Exempt Salary.  In the event that the employer has not paid
the above mentioned 21⁄3% in addition to said 12%, his payments shall
come  in lieu of only 72% of the employee’s severance
pay;

     

    (b)   to
the Insurance Fund are not less than one of the following:

     

    (i)   131⁄3%
of the Exempt Salary, provided that, in addition thereto, the employer pays, for
the sake of his employee, payments to secure monthly income in the event of
disability, in a plan approved by the Commissioner of the Capital Market,
Insurance and Savings Department of the Ministry of Finance, in an amount
equivalent to the  lower of either an amount  required to
secure at least 75% of the Exempt Salary or in an amount of 21⁄2% of the Exempt
Salary (hereinafter: “Disability Insurance Payment”);

     

    (ii)   11%
of the Exempt Salary, if the employer paid, in addition, the Disability
Insurance Payment; and in such case, the Employer’s Payments shall come in lieu
of only 72% of the employee’s severance pay. In the event that the employer has
made payments in the employee’s name, in addition to the foregoing payments, to
a severance pay provident fund or to an Insurance Fund in the employee’s name,
to supplement severance pay in an amount of 21⁄3% of the Exempt Salary, the
Employer’s Payments shall come in lieu of 100% of the employee’s severance
pay.

     

    (2)   No
later than three months from the commencement of the Employer’s Payment, a
written agreement was executed between the employer and the employee, which
includes:

     

    (a)   the
employee’s consent to an arrangement pursuant to this approval, in an
agreement  specifying the Employer’s Payments, the Pension Fund and
the Insurance Fund, as the case may be; said agreement shall also incorporate
the text of this approval;

     

    (b)   an
advance waiver by the employer of any right which he may have to a refund of
monies from his payments, except in cases in which the employee’s right to
severance pay was denied by a final judgment pursuant to Section 17 of the Law,
and in such a case or in cases in which the employee withdrew monies from the
Pension Fund or Insurance Fund, other than by reason of an entitling event; for
these purposes an “Entitling Event” means death, disability or retirement at or
after the age of 60.


    
      
         


      

      
         


        
          

        

      

      
        -11-

      

    


    (3)   This
approval shall not derogate from the employee’s right to severance pay pursuant
to any law, collective agreement, extension order or employment agreement with
respect to compensation in excess of the Exempt Salary.

     

    15th
Sivan 5758 (June 9th, 1998).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    January
30, 2005

     

    Dr. Leah
Klapper

    11
Shapira St.

    Apartment
#38

    Ramat-Gan,
52506

    


    Dear Dr.
Klapper,

     

    Re:           Engagement with BioLine
Innovations Jerusalem, L.P.

     

    Further
to our discussions, this is to set forth in writing our agreement with respect
to the termination of your employment with BioLineRx Ltd. (“BLRX”) and your engagement with
BioLine Innovations Jerusalem, L.P. (“BIJLP”), a limited partnership in
which BLRX is a limited partner.

     

    1.           Your
employment with BLRX pursuant to the employment agreement between BLRX and
yourself, a copy of which is attached as Schedule A to this
letter agreement (the “BLRX
Employment Agreement”)
shall terminate as of the date of December 31, 2004 (the “Effective Date”), and immediately as of such
date you shall commence employment with BIJLP, in accordance with the terms and
conditions set forth in the employment agreement between BIJLP and yourself, a
copy of which is attached as Schedule B to this
letter agreement (the “BIJLP
Employment Agreement”).

     

    BIJLP
takes upon itself all rights accrued to your benefit during the term of your
employment with BLRX, as if, with respect to such rights, you were employed with
BIJLP as of the date on which you commenced employment with BLRX.

     

    2.           You
agree and confirm that no prior notice and Notice Period (as such term is
defined in the BLRX Employment Agreement) are due, since you are immediately
continuing your employment with BIJLP.

     

    3.           As
of the Effective Date, BLRX shall take all required action in order to transfer
the Insurance Scheme referred to in Section 11 of the BLRX Employment Agreement
to BIJLP, and BIJLP shall continue all payments related to such Insurance Scheme
in accordance with Section 11 of the BIJLP Employment Agreement.

     

    4.           As
of the Effective Date, BLRX shall take all required action in order to transfer
the advanced study fund referred to in Section 11 of the BLRX Employment
Agreement to BIJLP, and BIJLP shall continue all contributions related to such
advanced study fund in accordance with Section 11 of the BIJLP Employment
Agreement.

     

    5.           You
shall continue to be entitled to all options granted to you in accordance with
the provisions of Section 15 of the BLRX Employment Agreement, in accordance
with the provisions of Section 15 of the BIJLP Employment Agreement. For the
avoidance of any doubt, the number of options specified in the BIJLP Employment
Agreement refers and relates to the number of options granted to you under and
pursuant to the BLRX Employment Agreement, and DOES NOT
constitute an additional grant of options.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.           You
shall continue to be entitled to the Leased Car made available to you pursuant
to Section 16 of the BLRX Employment Agreement, at the responsibility of
BIJLP.

     

    7.           You
agree and confirm that you shall continue to be bound by the provisions of
BLRX’s Proprietary Information, Confidentiality and Non-Competition Agreement
attached in Exhibit B to the BLRX Employment Agreement, which provisions shall
continue to apply in accordance with their terms.

     

    8.           On
the Effective Date, you shall return to BLRX all property, assets and materials
of BLRX which are in your possession, as well as any and all documents, files,
records, memoranda, computer hardware and software, and all other property or
information provided by BLRX, and you shall not retain any BLRX
property.

     

    9.           By
signing below, you shall represent and warrant that upon the performance of the
BLRX’s undertakings set forth above, you shall have been paid in full all
payments owed to you due to your employment with BLRX, in accordance with the
BLRX Employment Agreement and/or in accordance with the provisions of any
collective agreement, and/or any statute, and/or regulation applicable to her,
including but not limited to employment wages, supplements to wages, additional
hours, grants, vacation redemption, recreation pay, reimbursements, expenses,
and any other payment in accordance with any other right, even if not
specifically mentioned in this letter agreement, and you shall declare and
affirm that you do not have now and will not have in the future any claims
and/or prosecutions against BLRX, and its shareholders, directors, officers,
managers, employees and agents, in connection with your employment with BLRX
and/or its termination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Please
indicate your acceptance to the terms of this letter by signing and dating them
and returning a counterpart hereof to us.

     

    Sincerely
yours,

     

    
      
        
          
            
              
                
                  
                    
                      	
                              BioLineRx
      Ltd.

                            
	 
      
	
                              By:

                            	/s/
      Yuri Shoshan


                    

                  

                

                


                
                  
                    
                      
                        
                          
                            	
                                    Title:

                                  	
                                    Yuri
      Shoshan, VP Finance

                                  
	 
      
	
                                    BioLine
      Innovations Jerusalem, L.P.

                                  
	 
      
	
                                    By
      its General Partner, BioLine Innovations Jerusalem Ltd.

                                  
	 
      
	
                                    By:

                                  	
                                    /s/
      Yuri
Shoshan

                                  


                          

                        

                      

                    

                  

                

                


                
                  
                    
                      
                        	
                                Title:

                              	Yuri
      Shoshan,
Director


                      

                    

                  

                

              

            

          

        

      

    

    


    I, the
undersigned, Leah Klapper hereby agree to all terms of this letter agreement,
and in witness hereof have signed this letter agreement on this date of 17/2,
2005.

     

    
      Signature:  /s/ Leah
Klapper