EXHIBIT
10.12

    
        

      CONFIDENTIAL
MATERIALS OMITTED AND FILED SEPARATELY WITH

      THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE
OMISSIONS.



    ASSIGNMENT
AGREEMENT

    


    This
Assignment Agreement, dated as of the 2 day of July, 2006 , (the “Effective Date”), is entered
into by and between BioLineRx Ltd. (“BioLine”), BioLine Innovations
Jerusalem, LP (“BIJ”),
Bar-Ilan Research and Development Company Ltd. (“BIRAD”) and Ramot at Tel Aviv
University Ltd. (“Ramot”, and together with
BIRAD, the “Licensors”).

    


    WHEREAS,
BioLine and the Licensors entered into that certain Research and License
Agreement dated as of April 15, 2004 (the “Research and License
Agreement”); and

    


    WHEREAS,
BioLine and the Licensors entered into an amendment agreement dated as od
December, 2005 (the “First
Amendment Agreement”) to amend the Research and License Agreement;
and

    


    WHEREAS,
BioLine and the Licensors entered into an amendment agreement dated the 7th day
of March, 2006 (the “Second
Amendment Agreement”) to further amend the Research and License Agreement
(the Research and License Agreement as amended by the First Amendment Agreement
and the Second Amendment Agreement shall be hereinafter referred to as the
“Agreement”);
and

    


    WHEREAS,
certain Research Results have been generated in the course of performing the
Agreement for which patent protection is currently being sought, as more
particularly detailed in Exhibit A attached
hereto (hereinafter referred to as the “Selected Compounds” );
and

    


    WHEREAS,
the Selected Compound forms part of the Licensed Technology licensed to BioLine
pursuant to the Agreement; and

    


    WHEREAS,
BioLine desires to assign all of its rights and obligations under Agreement with
respect to the Selected Compounds  to BIJ according to Section 14.10
of the Agreement; and

    


    WHEREAS,
BioLine and the Licensors have agreed to certain additional arrangements in
respect of such assignment as set out herein;

    


    NOW,
THEREFORE, the parties agree as follows:

    


    1.     
      Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the
Agreement.

    


    2.       
    The Licensors hereby acknowledge and agree to the
assignment of BioLine’s rights and obligations under the Agreement with respect
to the Assigned Technology to BIJ effective as of the date
hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    3.  
         Without limiting the
generality of the foregoing, the parties hereby acknowledge and agree that (i)
all rights, title and interest in and to the Selected Compounds shall be
retained by the owners thereof as determined in accordance with Section 3 of the
Agreement and, following the assignment of BioLine’s rights under the Agreement
with respect to the Selected Compounds as contemplated in Section 2 above, the
exclusive license granted to BioLine with respect to the Selected Compounds
pursuant to the Agreement  shall be assigned to BIJ; and (ii) all
rights, title and interest in and to the Development Results shall be owned
solely and exclusively by BIJ.  For the purpose hereof, the term
“Development Results”
shall mean all intellectual property, inventions, conceptions, compositions,
materials, methods, processes, data, information, filings, records, results,
studies and analyses, and other results and information of any kind relating to
the Selected Compounds generated, discovered or acquired solely by employees,
subcontractors or consultants of BIJ (other than members of the TAU Team, as
defined in the Agreement) in the continued development and commercialization of
the Selected Compounds.  For purpose of clarity and without derogating
from the generality of the foregoing, procedures and experiments developed by
BIJ in the course of such development, including methods of chemical synthesis,
drug administration modes, efficacy studies in animal models, formulations,
toxicology, safety, pharmacology, stability, clinical studies and production and
the results of all the foregoing shall be considered “Development
Results”.

    


    4.       
    BIJ may apply for grants and other funding from the
Biotech Incubators Program of the Office of the Chief Scientist of the Israeli
Ministry of Industry and Trade (the “OCS”) for the continued
development of the Selected Compounds.  If BIJ receives such grants,
the development and commercialization of the Selected Compounds will become
subject to the applicable laws and regulations governing such grants including,
without limitation, the Law for the Encouragement of Industrial Research and
Development, 5744-1984 as amended or supplemented from time to time and all
regulations promulgated thereunder, the rules and regulations of the OCS and the
relevant directives of the Director General of the Ministry of Trade, Industry
and Employment (including Directive 8.4), and the rules and regulations of the
Incubator Program of the OCS (together, the “Applicable
Law”).  Except as set forth in Section 5 below, BIJ alone shall
be responsible for meeting the the requirements of the Applicable Law with
respect to the Development Results.

    


    5.    
       In the event the Agreement is
terminated for any of the reasons set out in 13.4.3 of the Agreement, BIJ shall
transfer and assign to the Licensors all Development Results and all rights,
title and interest therein and thereto; subject, however, to any
conditions governing such transfer and assignment set out in the Applicable Law
(collectively, the “Grant
Transfer Conditions”), in which case BIJ will not be required to transfer
and assign the Development Results as contemplated above unless and until the
Licensors either (i) agree in writing to assume all obligations required by the
Grant Transfer Conditions, or (ii) reach another arrangement with the OCS which
absolves BioLine and BIJ of any liability to such grantors with respect to the
transfer and/or assignment of the Development Results.

    


    6.      
     Except as otherwise provided herein , the terms of
the Agreement shall remain in full force and effect.

    


    [Remainder
of page intentionally left blank.  Signature page
follows.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first written above.

    


    
      
        
          
            
              	
                      Ramot
      at Tel Aviv University Ltd.

                      By:  /s/
      Ze’ev Weinfeld, Ph.D.

                      Name:
      Ze’ev Weinfeld, Ph.D.

                      Title:
      Executive Vice President,

                      Business
      Development

                       

                    	 	
                      BioLineRx
      Ltd.

                      By: /s/
      Yuri Shoshan

                      Name:
      Yuri Shoshan

                      Title:
      Vice President,

                      Finance
      and Corporate Development

                    
	
                      Bar-Ilan
      Research and Development

                      Company
      Ltd.

                      By:  /s/
      Gabriel Kenan

                      Name:
      Gabriel Kenan

                      Title:
      C.E.O., Bar-Ilan Research & Development Company Ltd

                    	 	
                      BioLine
      Innovations Jerusalem, LP 

                       

                      By:  /s/
      Kinneret Savitsky

                      Name: Kinneret
      Savitsky

                      Title:
      Director, BioLine Innovations Jerusalem,
LP

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

    Selected
Compounds

    


    [***]

     

    [***] Omitted pursuant to a confidential
treatment request. The confidential portion has been filed separately with the
SEC.