EXHIBIT
10.10

    


    AMENDMENT
AGREEMENT

    


    THIS
AMENDMENT AGREEMENT, dated as of the 20th day of December, 2005, (the “Effective Date”), is entered
into by and between BioLineRx Ltd. (“BioLine”), 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,
the parties desire to amend the Research and License Agreement 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
Research and License Agreement.

    


    2.    
       Section 13.4.3 of the Resarch and
License Agreement shall be deleted in its entirety and replaced with the
following:

    


    “13.4.3. Transfer of Regulatory
Filings and Know How.  In the event BioLine terminates this
Agreement pursuant to Section 13.3.1 or Ramot terminates this Agreement pursuant
to Section 6.4, 13.3.2 or 13.3.3 (except in the circumstances set out in Section
13.3.3.2), BioLine shall promptly deliver and assign to Licensors (a) all
documents and other materials filed by or on behalf of BioLine and its
Affiliates with Regulatory Agencies in furtherance of applications for
Regulatory Approval in the relevant country with respect to Licensed Products;
and (b) all intellectual property, inventions, conceptions, compositions,
materials, methods, processes, data, information, records, results, studies and
analyses, discovered or acquired by, or on behalf of BioLine and its Affiliates
which relate directly to actual or potential Licensed Products; provided, however, that to the
extent that any of the items set forth in clauses (a) or (b) were developed
using funds granted by the Office of Chief Scientist of the Israel Ministry of
Industry, Trade and Labor (the “OCS”), such items are and remain subject to the
rules and regulations of the OCS, including without limitation, the Law for the
Encouragement of Industrial Research & Development, 1984.  The
Licensors, the TAU Team and the BIU Team shall be entitled to freely use and to
grant others the right to use all such materials, documents and know-how
delivered pursuant to this 13.4.3.”

    


    3.        
   Except as amended pursuant to this Amendment Agreement, the
terms of the Research and License 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.

                        	 
      	
                          BioLineRx
      Ltd.

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

                        	 
      	
                          By:
      /s/ Yuri
      Shoshan

                        
	 	 	 
	
                          Name:
      Ze’ev Weinfeld, Ph.D.

                        	 
      	
                          Name:
      Yuri Shoshan

                        
	 	 	 
	
                          Title:
      Executive Vice President

                        	 
      	
                          Title:
      Vice President

                        
	
                                
         Business Development

                        	 
      	
                          Finance
      and Corporate Development

                        
	 
      	 
      	 
      
	
                          Bar-Ilan
      Research and Development Company Ltd.

                        	 
      	 
      
	 
      	 
      	 
      
	
                          By:
      /s/ Gabriel Kenan

                        	 
      	 
      
	 	 	 
	
                          Name:Gabriel
      Kenan

                        	 
      	 
      
	 	 	 
	
                          Title:
      CEO