Unassociated Document


    

     

    EXHIBIT
10.5

     

    Employment
Agreement

    


    This
Employment Agreement (this “Agreement”) is entered into on
this 24 day of May, 2009 by and between BioLineRx Ltd., a company
organized under the laws of the State of Israel, with its offices at 19 Hartum
Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLine”), and Phillip Serlin, I.D. Number
310550157 with an address at 11 Hachazav Street, Bet Shemesh (the “Employee”).

     

    WHEREAS,
BioLine desires to employ the Employee and the Employee desires to enter into
such employment, on the terms and conditions hereinafter set forth.

     

    NOW
THEREFORE, in consideration of the mutual covenants and conditions hereinafter
set forth, the parties agree as follows:

     

    
      	
              1.

            	
              Employment.

            


    

     

    
      	
            	
              1.1.

            	
              The
      Employee shall serve in the position described in Exhibit A commencing on
      May 24, 2009 (the “Commencement Date”). The
      Employee shall be under the direct supervision of and comply with the
      directives of the CEO of BioLine and/or any such individual designated by
      BioLine at its sole discretion (the “Supervisor”). The
      Employee shall perform the duties, undertake the responsibilities and
      exerciese the authority as determined from time to time by the Superviser
      diligently, conscientiously and in furtherance of BioLine’s best
      interests. Employee’s duties and responsibilities hereunder may also
      include other services performed for affiliates of
  BioLine.

            


    

     

    
      	
            	
              1.2.

            	
              During
      the Employment Period, Employee shall honestly, diligently, skillfully and
      faithfully serve BioLine, and undertakes to devote all of Employee’s
      efforts and the best of his/her qualifications and skills to promoting the
      business and affairs of BioLine, and shall at all times act in a manner
      suitable of his position and status in
BioLine.

            


    

     

    
      	
            	
              1.3.

            	
              The
      Employee agrees and undertakes to inform BioLine, immediately after
      becoming aware of any matter that may in any way raise a conflict of
      interest between Employee and BioLine. Employee shall not receive during
      any payment, compensation or benefit from any third party in connection,
      directly or indirectly, with the execution of Employee’s position in
      BioLine.

            


    

     

    
      	
            	
              1.4.

            	
              Employee
      will be employed on a full time basis. Employee 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 BioLine,
      which shall not be unreasonably
withheld.

            


    

     

    
      	
            	
              1.5.

            	
              Employee
      hereby confirms and declares that his/her 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 Employee, and
      Employee 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 law.

            


    

     

    
      	
            	
              1.6.

            	
              The
      Employee may also work outside of regular working hours and outside of
      regular working days, as may be required by BioLine from time to time. The
      Employee must obtain Supervisor’s prior approval for work in excess of the
      quota of overtime work hours per month set forth in Section 6 below and
      notify BioLine in the event that this average quota is
      exceeded.

            


    

     

    
      
        
          
            
              	 
      	 	 
      
	
                      BioLine

                    	 	
                      Employee

                    


            

          

        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    

    


    
      	
            	
              1.7.

            	
              The
      parties hereby confirm that this is a personal services agreement and that
      the relationship between the parties hereto shall not be subject to any
      general or special collective employment agreement or any custom or
      practice of BioLine with respect to any of its other employees or
      contractors.

            


    

     

    
      	
              2.

            	
              Place of Performance.
      Employee shall be based at BioLine’s facilities in Israel or at such other
      place as is otherwise appropriate to the functions being performed by
      BioLine. Employee acknowledges and agrees that his/her position may
      involve significant domestic and international
  travel.

            


    

     

    
      	
              3.

            	
              Employee’s Representations and
      Warranties. Employee represents and warrants 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 Employee is a party or by which Employee is bound; and
      (ii) do not require the consent of any person or entity. Further, with
      respect to any past engagement Employee may have had with third parties
      and with respect to any allowed engagement Employee may have with any
      third party during the term of his/her engagement with BioLine (for
      purposes hereof, such third parties shall be referred to as “Other Employers”),
      Employee represents, warrants and undertakes that: (a) Employee’s
      engagement with BioLine is and/or will not be in breach of Employee’s
      undertakings towards Other Employers, and (b) Employee will not disclose
      to BioLine, or use, in provision of any services to BioLine, any
      proprietary or confidential information belonging to any Other Employers.
      Employee further represents and warrants that: (y) he/she does not suffer
      from any medical condition that may prevent from complying with duties and
      obligations under this Agreement; (z) to Employee’s best knowledge, the
      employment by BioLine will not cause any hazard to Employee’s
      health.

            


    

     

    
      	
              4.

            	
              Proprietary Information;
      Confidentiality and Non-Competition. The Employee is obligated to
      keep all the terms and covenants of this Agreement under strict
      confidentiality. By executing this Agreement Employee confirms and agrees
      to the provisions of BioLine’s Proprietary Information, Confidentiality
      and Non-Competition Agreement attached as Exhibit B hereto.
      Employee acknowledges and confirms that all terms of his/her employment
      are personal and confidential, and undertakes to keep such term in
      confidence and refrain from disclosing such terms to any third
      party.

            


    

     

    
      	
              5.

            	
              Period of Employment.
      Employee’s employment by BioLine commence on the Commencement Date and
      shall continue for an initial period of three (3) months (the “Initial Period”) and
      shall then continue, unless terminated in accordance with the provisions
      of this Agreement (the “Employment
      Period”).

            


    

     

    
      	
            	
              5.1.

            	
              Death or
      Disability.  The Employee’s employment will terminate
      upon the death of the Employee, and BioLine may terminate the Employee’s
      employment after having established the Employee’s
      disability.  For purposes of this Agreement, “disability” means
      a physical or mental infirmity which impairs the Employee’s ability to
      substantially perform Employee’s duties under this Agreement which
      continues for a period of at least ninety (90) consecutive
      days.  Upon termination for disability, the Employee shall be
      entitled to severance pay required by law, in accordance with the terms of
      this Agreement.

            


    

     

    
      	
            	
              5.2.

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

            


    

    
       

      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    

    


    
      	
            	
              5.3.

            	
              Termination for
      Cause. In the event of a termination for Cause (as defined below),
      BioLine may immediately terminate the employment relationship effective as
      of the time of notice of the same, and without payment in lieu of prior
      notice. “Cause”
      means (i) 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
      BioLine or its affiliates, and the engaging by Employee in any prohibited
      business competitive to the business of BioLine; (ii) any willful failure
      to perform or failure to perform competently any of Employee’s fundamental
      functions or duties hereunder, which was not cured within thirty (30) days
      after receipt by Employee of written notice thereof; (iii) any breach of
      this Agreement by the Employee; and (iv) any other cause justifying
      termination or dismissal without severance payment under applicable
      law.

            


    

     

    
      	
            	
              5.4.

            	
              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 Employee’s position with BioLine, the Salary, or in any other
      obligations of either party hereunder, unless otherwise determined by
      BioLine in a written notice to Employee, and Employee shall cooperate with
      BioLine and assist BioLine with the integration into BioLine of the person
      who will assume Employee’s responsibilities. At the option of BioLine, the
      Employee shall during such period either continue with Employee’s duties
      or remain absent from BioLine’s premises. However, BioLine, at its own
      discretion, may terminate this Agreement and the employment relationship
      at any time immediately upon a written notice and pay Employee an amount
      equal to the Salary referred to in Section 6 below that would have been
      paid to Employee during the Notice Period in lieu of the prior
      notice.

            


    

     

    
      	
            	
              5.5.

            	
              Without
      derogating from all of BioLine’s rights according to the provisions of
      this Agreement and the law, upon the termination of this Agreement,
      BioLine shall have the right to deduct from any payment to be paid to the
      Employee any sum owed by the Employee to
  BioLine.

            


    

     

    
      	
              6.

            	
              Salary.

            


    

     

    
      	
            	
              6.1.

            	
              BioLine
      shall pay or cause to be paid to the Employee during the term of this
      Agreement a gross salary in the amount set forth in Exhibit A per month
      (the “Base
      Salary”). Since the nature of the work precludes supervision of the
      Employee’s work hours and due to BioLine’s anticipation that the Employee
      may be required to work outside of regular working hours and outside of
      regular working days as stated in Section 1.5 above, BioLine agrees to pay
      to the Employee during the term of this Agreement a gross payment in the
      amount set forth in Exhibit A per month (the “Overtime Payment”) on
      account of forty five (45) global overtime work hours per
      month.  The Base Salary and the Overtime Payment together shall
      constitute the “Salary” for purposes of
      this Agreement.

            


    

     

    
      
        	
              	
                6.2.

              	
                The
      Salary will be paid no later then the 9th
      day of each calendar month after the month for which the Salary is paid,
      after deduction of any and all taxes and charges applicable to Employee,
      as may be in effect or which may hereafter be enacted or required by law.
      Employee shall notify BioLine of any change which may affect Employee’s
      tax liability.

              


      

    

     

    
      	
              7.

            	
              Insurance and Social
      Benefits.

            


    

     

    The
Employee shall be entitled to the following benefits:

     

    
      
        	
              	
                7.1.

              	
                Manager’s insurance;
      Pension Fund. At the end of the Initial Period, and subject to the
      continued employment of Employee following the Initial Period, BioLine
      will insure Employee, retroactive to the Commencement Date, under a
      “Manager’s Insurance Scheme” or pension fund to be selected by BioLine in
      coordination with Employee (unless otherwise agreed to by the parties)
      (collectively the “Policy”), such that
      BioLine will pay an amount equal to 131⁄3% of the Salary towards a such
      Policy, of which 5% shall be for pension fund payments and 81⁄3% shall serve
      to cover severance compensation. In addition, BioLine shall deduct from
      the Salary an amount equal to 5% of the Salary, and forward the same to
      the Policy. Any tax payable in respect of such contributions to the Policy
      shall be borne and paid by the
Employee.

              


      

    

    
       

      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    

    


    
      	
            	
              7.2.

            	
              The
      Employee hereby agrees and acknowledges that all of the payments that
      BioLine shall make to the abovementioned Policy shall be instead of any
      severance pay to which the Employee or Employee’s successors shall be
      entitled to receive from BioLine with respect to the salary from which
      these payments were made and the period during which they were made, in
      accordance with Section 14 of the Severance Pay Law 5723-1963 (the “Law”). The parties
      hereby adopt the General Approval of the Minister of Labor and Welfare,
      published in the Official Publications Gazette No. 4659 on June 30, 1998,
      attached hereto as Exhibit C. BioLine
      hereby waives in advance any claim it has or may have to be refunded any
      of the payments made to the manager’s insurance policy, unless (i) the
      Employee’s right to severance pay is invalidated by a court ruling on the
      basis of Sections 16 or 17 of the Law (and in such case only to the extent
      it is invalidated), or (ii) the Employee withdrew funds from the manager’s
      insurance policy for reasons other than an “Entitling Event”. An
      “Entitling Event” means death, disability or retirement at the age of
      sixty (60) or more.

            


    

     

    
      	
            	
              7.3.

            	
              Disability
      Insurance. In addition to the foregoing, during the Employment
      Period BioLine will bear the cost of disability insurance with an
      insurance company (Ovdan
      Kosher Avoda). The amount paid by BioLine for such insurance shall
      be as generally accepted, but shall not exceed 2.5% of the
      Salary.

            


    

     

    
      	
            	
              7.4.

            	
              Advanced Study
      Fund. At the end of the Initial Period, and subject to the
      continued employment of Employee following the Initial Period, BioLine
      will maintain an advanced study fund (Keren Hishtalmut)
      recognized by the Israeli Income Tax Authorities, retroactive to the
      Commencement Date, such that BioLine and Employee shall contribute to such
      fund an amount equal to 7.5% of the Salary and 2.5% of the Salary,
      respectively. Any tax payable in respect of such contributions to such
      fund shall be borne and paid by the
Employee.

            


    

     

    
      	
            	
              7.5.

            	
              Convalescence.
      During the Employment Period, Employee shall be entitled to receive
      convalescence allowance (Dmei Havra’a) pursuant
      to applicable law.

            


    

     

    
      	
            	
              7.6.

            	
              Sick Leave. The
      Employee shall be entitled to be absent from work each year due to illness
      for the number of days allowed pursuant to the Sick Pay Law 5736 - 1976,
      and shall be entitled to fully paid sick leave upon presentation of
      appropriate medical documentation regarding said illness. Any amounts paid
      to the Employee on account of the disability insurance indicated in
      subsection 7.3 above, will be on account of Sick Leave
      payment.

            


    

     

    
      	
            	
              7.7.

            	
              Reserve
      Service. During the Employment Period, BioLine shall pay the full
      salary of the Employee during the period of the Employee’s military
      reserve service. National Insurance Institute transfers in connection with
      such military reserved duty shall be retained by
  BioLine.

            


    

     

    
      	
            	
              7.8.

            	
              Vacation.
      During the Employment Period, Employee shall be entitled to vacation in
      the number of working days per year as set forth in Exhibit A, as adjusted
      in accordance with applicable law.  A “working day” shall mean
      Sunday to Thursday inclusive, and the use of said vacation days will be
      coordinated with BioLine. Employee shall be entitled to accumulation and
      redemption of vacation days in accordance with BioLine’s employees’
      handbook, which may be amended from time to time in BioLine’s sole
      discretion.

            


    

    
       

      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    

    


    
      	
            	
              7.9.

            	
              Mobile Phone.
      During the Employment Period, the Employee shall be entitled to receive a
      mobile phone. Employee shall use the mobile phone in a standard and
      reasonable manner, and in accordance with BioLine’s
    policies.

            


    

     

    
      	
            	
              7.10.

            	
              Automobile. For
      purposes of performance of Employee’s duties and tasks, and during the
      Employment Period, BioLine shall make available to Employee a company
      vehicle, leased or owned by BioLine of a type to be elected by BioLine, in
      accordance with its policies which may be amended from time to time (the
      “Company Car”).
      Employee shall use the Company Car in accordance with BioLine’s car policy
      then in effect, as well as the requirements of the leasing company and the
      insurance company. BioLine shall bear the cost of maintenance and repairs,
      and any insurance deductibles for the Company Car, in accordance with its
      policies and the Car Agreement which will be signed between Employee and
      BioLine. Employee shall be liable for paying for fuel, as well as any
      parking and/or traffic fines received in connection herewith, and for any
      damages and expenses in case of negligent use of the Company Car and/or
      use of the Company Car not in accordance with BioLine’s applicable
      policies. All taxes arising out of the use of the Company Car shall be
      borne by Employee, and Employee acknowledges that such taxes will be
      withheld from Employee’s salary as required by law.  Employee
      further acknowledges that the tax treatment of the benefit through use of
      the Company Car is subject to change, and any economic impact resulting
      from such changes will be in Employee’s sole responsibility .For the
      avoidance of doubt, Employee agrees and confirms that the cost of the
      leasing and/or the cost of the use of the Company Car shall not constitute
      a component of Employee’s Salary, including with regard to social benefits
      and/or any other right to which Employee is entitled by virtue of this
      Agreement or under law. The Employee shall be required to follow rules and
      regulations as to the usage of the Company Car as described in the
      “Company Car Lease Agreement” or “Car Addendum” provided to the Employee
      prior to receipt of the Company Car. The Company Car will remain in
      BioLine’s ownership, and will be returned to BioLine immediately upon
      termination of Employee’s employment with BioLine for any reason, as of
      the date of termination. The Employee shall not be entitled to use a
      Company Car during unpaid leaves or absences, unless specifically approved
      by BioLine in writing.

            


    

     

    
      7.11.

    

     

    Notwithstanding
anything to the contrary herein, all payments and contributions of BioLine under
this Agreement shall be limited to the applicable deductible amount required by
the tax authorities.

     

    
      	
              8.

            	
              BioLine Property.
      Employee acknowledges and agrees that the computer, telephone, email
      account and any other device providing for transmittal and storage of
      information, which are placed at Employee’s disposal by BioLine during the
      Employment Period are and shall remain the property of BioLine. Employee
      confirms its understanding that BioLine regularly reviews email
      correspondence and other information transmitted and stored by using the
      equipment stated above, and Bioline reserves the right to copy, store,
      present to others, and use such
information.

            


    

     

    
      	
              9.

            	
              Expenses. Employee shall
      be reimbursed for all direct business expenses borne by Employee, in
      accordance with BioLine’s policies as determined by BioLine from time to
      time, provided that such expenses were approved by Employee’s Superior in
      advance. As a condition to reimbursement, Emploee shall be required to
      provide BioLine with all invoices, receipts and other evidence of
      expenditure as may be reasonably required by BioLine from time to
      time.

            


    

     

    
      	
              10.

            	
              Options. Subject to the
      approval of the BioLine Board of Directors, Employee shall be granted
      options to purchase Ordinary Shares par value NIS 0.01 each of BioLine, 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 BioLine (the “Options”).

            


    

    
       

      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    

    


    
      	
              11.

            	
              General.

            


    

     

    
      	
            	
              11.1.

            	
              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 Jerusalem 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).

            


    

     

    
      	
            	
              11.2.

            	
              This
      Agreement constitutes the entire agreement and understanding between the
      parties with respect to the subject matter hereof, and supersedes all
      prior written or oral agreements with respect thereto. This Agreement may
      not be modified except by written instrument signed by a duly authorized
      representative of each party hereto. 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 that 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.

            


    

     

    
      	
            	
              11.3.

            	
              This
      Agreement may be assigned by BioLine. Employee may not assign or delegate
      his/her duties under this Agreement without the prior written consent of
      BioLine. This agreement shall be binding upon the heirs, successors and
      permitted assignees of Employee. The provisions of this Agreement shall
      survive the termination of the Employment Period and the assignment of
      this Agreement by BioLine to any successor or other
    assignee.

            


    

     

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.

     

    
      
        
          
            
              	
                      /s/ Morris Laster

                    	 
      	
                      /s/ Philip Serlin

                    
	
                      BioLineRx
      Ltd.

                    	 
      	
                      Employee

                    
	By:
      MORRIS LASTER	 
      	 
      
	
                      Title:
      CEO

                    	 
      	Name:
      PHILIP
SERLIN


            

          

        

      

    

    
       

      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    

    


    Exhibit
A

    


    Particulars
of Employment

    


    
      
        
          
            	
                    1.

                  	
                    Name
      of Employee:

                  	
                    Philip
      Serlin

                  
	 
      	 
      	 
      
	
                    2.

                  	
                    ID
      No. of Employee:

                  	
                    310550157

                  
	 
      	 
      	 
      
	
                    3.

                  	
                    Address
      of Employee:

                  	
                    11
      Hachazav Street, Bet Shemesh

                  
	 
      	 
      	 
      
	
                    4.

                  	
                    Position
      in BioLine:

                  	
                    Chief
      Financial Officer

                  
	 
      	 
      	 
      
	
                    5.

                  	
                    Commencement
      Date:

                  	
                    May
      24, 2009

                  
	 
      	 
      	 
      
	
                    6.

                  	
                    Notice
      Period:

                  	
                    60
      days

                  
	 
      	 
      	 
      
	
                    7.

                  	
                    Base
      Salary:

                  	
                    NIS
      31,500

                  
	 
      	 
      	 
      
	
                    8.

                  	
                    Overtime
      Payment:

                  	
                    NIS
      10,500

                  
	 
      	 
      	 
      
	
                    9.

                  	
                    Car
      Maintenance Expenses

                  	
                    NIS
      4,097

                  
	 
      	 
      	 
      
	
                    10.

                  	
                    Vacation
      Days Per Year:

                  	
                    21
      days

                  
	 
      	 
      	 
      
	
                    11.

                  	
                    Options

                  	
                    130,000
      Options

                  


          

        

      

    

    
       

      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    

    


    Exhibit
B

    


    Proprietary
Information, Confidentiality and Non-Competition Agreement

    


    
      	
              1.

            	
              General.

            


    

     

    
      	
            	
              1.1.

            	
              All
      capitalized terms herein shall have the meanings ascribed to them in the
      Employment Agreement to which this Exhibit B is attached (the “Employment Agreement”).
      For purposes of any undertaking of the Employee toward BioLine, the term
      BioLine shall include all subsidiaries and affiliates of BioLine including
      its General and Limited Partners

            


    

     

    
      	
            	
              1.2.

            	
              The
      Employee’s obligations and representations and BioLine’s rights under this
      Exhibit B (this “Agreement”) shall apply
      as of the Commencement Date of the employment relationship between BioLine
      and the Employee, and as of the first time in which Employee became
      engaged with BioLine, regardless of the date of execution of the
      Employment Agreement.

            


    

     

    
      	
            	
              1.3.

            	
              Employees
      undertakings hereunder shall remain in full force and effect after
      termination of this Agreement or the Employment Agreement, or any renewal
      thereof.

            


    

     

    
      	
              2.

            	
              Employee
      acknowledges that he/she has received and/or may receive information of a
      confidential and proprietary nature regarding the activities and business
      of BioLine, its parent companies, subsidiaries and/or affiliates, all
      whether in oral, written, graphic, or machine-readable form, or in any
      other form, including, but not limited to, (i) patents and patent
      applications and related information, (ii) trade secrets and industrial
      secrets, and (iii) drugs, compounds, molecules, building blocks, chemical
      libraries, reaction protocols for chemical libraries, chemical structures,
      chemical design and model relationship data, chemical databases, assays,
      samples, media and other biological materials, procedures and formulations
      for producing any such materials, products, processes, ideas, know-how,
      trade secrets, drawings, inventions, improvements, formulas, equations,
      methods, developmental or experimental work, research or clinical data,
      discoveries, developments, designs, techniques, instruments, devices,
      computer software and hardware related to the current, future and/or
      proposed products and services, and including, without limitation,
      information regarding research, development, new service offerings or
      products, marketing and selling, business plans, forecasts, business
      methods, budgets, finances, licensing, collaboration and development
      arrangements, prices and costs, buying habits and practices, contact and
      mailing lists and databases, vendors, customers and clients, and potential
      business opportunities, and personnel (collectively, “Confidential
      Information”). Confidential Information may also include
      information furnished to BioLine by third parties, which, for purposes of
      this Agreement, shall all be deemed Confidential Information of BioLine.
      Notwithstanding the aforesaid, information that is in the public domain,
      through no act or omission of the Employee shall not be deemed
      Confidential Information. The Confidential Information and all right,
      title and interest therein will remain at all times the exclusive property
      of BioLine (or any third party entrusting its own Confidential Information
      to BioLine).

            


    

     

    
      	
              3.

            	
              At
      all times during the Employment Period and thereafter, Employee will hold
      all Confidential Information in strictest confidence and will not
      disclose, use, or make any copies thereof. Employee hereby assigns to
      BioLine any rights that the Employee may have or acquire in such
      Confidential Information and recognize that all Confidential Information
      shall be the sole property of BioLine and its assigns or licensors, as
      applicable.

            


    

    
       

      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    

    


    
      	
              4.

            	
              Employee
      represents that he/she has assigned to BioLine all inventions, original
      works of authorship, developments, improvements, and trade secrets which
      were conceived, developed, made or reduced to practice by Employee prior
      to the date of the this Agreement or the Commencement Date, whichever is
      earlier (collectively referred to as “Prior Inventions”), in
      which Employee has or purports to have any ownership interest in or a
      license to use, and which relate to BioLine’s current or proposed
      business, products or research and
development.

            


    

     

    
      	
              5.

            	
              Employee
      will promptly disclose and describe to BioLine all inventions,
      improvements, designs, concepts, techniques, methods, processes, know how,
      and trade secrets, whether or not patentable, copyrightable or protectible
      as trade secrets that are made, developed, conceived or first reduced to
      practice or created by Employee, whether alone or jointly with others,
      during the provision of Consulting Services (i) which relate to BioLine’s
      business or actual or demonstrably anticipated research or development,
      (ii) which are developed in whole or in part on BioLine’s time or with the
      use of any of BioLine’s Confidential Information or other information,
      equipment, supplies, facilities or trade secret information, or (iii)
      which result directly or indirectly from any work performed by Employee
      for BioLine (the “Inventions”, and each an
      “Invention”).

            


    

     

    
      	
              6.

            	
              Employee
      hereby assigns and agrees to assign in the future (when any such
      Inventions or Proprietary Rights (defined below) are first reduced to
      practice or first fixed in a tangible medium, as applicable) to BioLine or
      its designee(s) all of Employee’s right, title and interest in and to any
      and all Inventions (and all Proprietary Rights with respect thereto)
      whether or not patentable or registrable under copyright or similar
      statutes. Employee further specifically assigns to BioLine all original
      works of authorship, including any related moral rights, which are made by
      the Employee (solely or jointly with others) during the Employment Period
      which are protectable by copyright pursuant to applicable copyright law.
      Employee also agrees to assign all of his/her right, title and interest in
      and to any particular Invention to any third party, including without
      limitation government agency, as directed by
  BioLine.

            


    

     

    The term
“Proprietary Rights”
shall mean: (i) patents, whether in the form of utility patents or design
patents and all pending applications for such patents; (ii) trademarks, trade
names, service marks, designs, logos, trade dress, and trade styles, whether or
not registered, and all pending applications for registration of the same; (iii)
copyrights or copyrightable material, including moral rights, including but not
limited to books, articles and publications, whether or not registered, and all
pending applications for registration of the same; and (iv) all other
intellectual property rights throughout the world.

     

    
      	
              7.

            	
              Employee
      will assist BioLine in every proper way to obtain, and from time to time
      enforce, any Proprietary Rights relating to any Inventions in any and all
      countries.  To that end Employee will execute, verify and
      deliver such documents and perform such other acts (including appearances
      as a witness) as BioLine may reasonably request for use in applying for,
      obtaining, perfecting, evidencing, sustaining and enforcing such
      Proprietary Rights and the assignment thereof.  In addition,
      Employee will execute, verify and deliver assignments of such Proprietary
      Rights to BioLine or its designee.  Employee’s obligation to
      assist BioLine with respect to Proprietary Rights relating to any such
      Inventions in any and all countries shall continue indefinitely beyond
      termination of the Employment Period for any reason (the “Termination Date”), but
      BioLine shall compensate Employee at a reasonable rate after the
      Termination Date for the time actually spent by Employee at BioLine’s
      request on such assistance.

            


    

    
       

      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    

    


    
      	
              8.

            	
              In
      the event that BioLine is unable for any reason, after reasonable effort,
      to secure Employee’s signature on any document needed in connection with
      the actions specified in the preceding paragraph, Employee hereby
      irrevocably designates and appoints BioLine and its duly authorized
      officers and agents as Employee’s agent and attorney in fact, which
      appointment is coupled with an interest, to act for and in Employee’s
      behalf to execute, verify and file any such documents and to do all other
      lawfully permitted acts to further the purposes of the preceding paragraph
      with the same legal force and effect as if executed by the
      Employee.  Employee hereby waives and holds BioLine harmless
      from any and all claims, of any nature whatsoever, which Employee now or
      may hereafter have for infringement of any Proprietary Rights assigned
      hereunder to BioLine.

            


    

     

    
      	
              9.

            	
              Employee
      agrees to keep and maintain adequate and current records (in the form of
      notes, sketches, drawings and in any other form that may be required by
      BioLine) of all Confidential Information developed by the Employee and all
      Inventions made by the Employee during the Employment Period to BioLine,
      which records shall be available to and remain the sole property of
      BioLine at all times.

            


    

     

    
      	
              10.

            	
              During
      the Employment Period, Employee will not improperly use or disclose any
      confidential information or trade secrets, if any, of any former employer
      or any other person to whom Employee has an obligation of confidentiality,
      and Employee will not bring onto the premises of BioLine any unpublished
      documents or any property belonging to any former employer or any other
      person to whom Employee has an obligation of confidentiality unless
      consented to in writing by that former employer or
  person.

            


    

     

    
      	
              11.

            	
              Upon
      the earlier of (i) a written request by BioLine; or (ii) the expiration or
      termination of the employment, Employee shall promptly return to BioLine
      all Confidential Information, together with any and all copies or excerpts
      thereof and any and all other information directly or indirectly derived
      therefrom. Return or destruction of the Confidential Information as
      required hereunder shall not affect Employee’s remaining obligations
      pursuant to this Agreement.

            


    

     

    
      	
              12.

            	
              Non Competition; Non
      Solicitation.

            


    

     

    
      	
            	
              12.1.

            	
              In
      consideration of Employee’s terms of employment, which include special
      compensation for Employee’s undertakings under this Section 12, and in
      order to enable BioLine to effectively protect its Proprietary
      Information, Employee undertakes that during the Employment Period and for
      a period of twelve (12) months from the Termination Date, Employee will
      not directly or indirectly: (i) carry on or hold an interest in any
      company, venture, entity or other business (other than a minority interest
      in a publicly traded company) which directly competes with the products or
      services of BioLine, (a “Competing Business”)
      (including, without limitation, as a shareholder); (ii) act as a
      consultant or employee or officer or in any managerial capacity in a
      Competing Business, or supply in direct competition with BioLine services
      to any person who, to Employee’s knowledge, was provided with services by
      BioLine any time during the twelve (12) months immediately prior to the
      Termination Date; (iii) solicit, canvass or approach or endeavor to
      solicit, canvass or approach any person who, to Employee’s knowledge, was
      provided with services by BioLine at any time during the twelve (12)
      months immediately prior to the Termination Date, for the purpose of
      offering services or products which directly compete with the services or
      products supplied by BioLine at the Termination Date; or (iv) employ,
      solicit or entice away or endeavor to solicit or entice away from BioLine
      any person employed by BioLine any time during the twelve (12) months
      immediately prior the Termination Date with a view to inducing that person
      to leave such employment and to act for another employer in the same or a
      similar capacity.

            


    

     

    
      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    

    


    
      	
            	
              12.2.

            	
              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 BioLine, and the
      operations and business of BioLine; and (ii) the time duration of the
      protective covenants is reasonable and necessary to protect the goodwill
      and the operations and business of BioLine, and does not impose a greater
      restrain than is necessary to protect the goodwill or other business
      interests of BioLine. Nevertheless, if any of the restrictions set forth
      in this Agreement 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 Agreement 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.

            


    

     

    
      	
              13.

            	
              Employee
      represents that Employee’s performance of all the terms of the Employment
      Agreement and this Agreement does not and will not breach any agreement to
      keep in confidence information acquired by Employee in confidence or in
      trust prior to Employee’s relationship with BioLine. Employee has not
      entered into, and agrees that he/she will not enter into, any agreement
      either written or oral in conflict
herewith.

            


    

     

    
      	
              14.

            	
              Employee
      hereby consents that in the event that the Employee leaves the employ of
      BioLine. Employee shall notify any new employer of Employee’s rights and
      obligations under this Agreement.

            


    

     

    
      	
              15.

            	
              Employee
      acknowledges that any violation or threatened violation of this Agreement
      may cause irreparable injury to BioLine, entitling BioLine to seek
      injunctive relief in addition to all other legal
  remedies.

            


    

     

    
      	
              16.

            	
              Employee
      recognizes and agrees that: (i) this Agreement is necessary and essential
      to protect the business of BioLine and to realize and derive all the
      benefits, rights and expectations of conducting BioLine’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 Employment Agreement, for Employee’s agreement to be bound by
      the provisions of this Agreement.

            


    

     

    
      	
              17.

            	
              The
      General terms of the Employment Agreement (Section 11) shall apply to this
      Agreement, mutatis
      mutandis.

            


    

     

    
      	
              18.

            	
              EMPLOYEE
      ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT CAREFULLY, UNDERSTANDS
      ITS TERMS, AND HAS BEEN GIVEN THE OPPORTUNITY TO DISCUSS IT WITH
      INDEPENDENT LEGAL COUNSEL.

            


    

     

    
      
        
          
            
              	 
      	 	 
      
	
                      BioLine

                    	 	
                      Employee

                    


            

          

        

      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    

    


    
      TRANSLATION
FROM HEBREW

       

    

    Exhibit
C

    


    General
Approval Regarding Payments by Employers to a Pension Fund and
Insurance

    Fund
in lieu of Severance Pay under the Severance Pay Law 5723-1963

    


    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.

     

    (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).

    
       

      
        
          
            
              
                	 
      	 	 
      
	
                        BioLine

                      	 	
                        Employee

                      


              

               

            

          

        

      

    

    
      
         


      

      
        12