EXHIBIT
10.1

    


    
      
        
          
            	
                    BioLine
      Therapeutics Ltd.

                  


          

        

      

    

    


    May 1,
2003

    


    Dr.
Morris Laster

    11 Reuven
Shari Street

    Jerusalem
97246

    


    Dear
Morris,

    


    Re:
Engagement
Offer

    


    Further
to our discussions, we are pleased to offer you employment with BioLine
Therapeutics Ltd., in accordance with the terms and conditions set forth in this
letter.  By signing this letter you indicate your acceptance to the
offer and thus turning this letter into a binding employment contract between
you and us (this "Agreement"). For purposes of
convenience, BioLine Therapeutics Ltd. will be called in this letter the
"Company" or "we", and you will be called the "Employee" or "you".

     

    General

    


    1.           Position. You shall
serve as the Chief Executive Officer of the Company. In such position you shall
report regularly to, and be subject to the direction of the Company's Board of
Directors. You shall perform your duties diligently, conscientiously and in
furtherance of the Company's best interests. You agree and undertake to inform
the Company, immediately after you become aware of any matter that may in any
way raise a conflict of interest between yourself and the Company. You shall not
receive during your employment by the Company any payment, compensation or
benefit from any third party in connection, directly or indirectly, with the
execution of your position in the Company (except from Spin Off’s as set forth
herein).

    


    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 the Company and you shall engage in other
business or professional activities, in your business time, whether or not such
activities are pursued for gain, profit or other pecuniary advantage, only with
the prior written consent of the Company's Board of Directors.  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 law in addition to the compensation
set forth in this Agreement.

    


    3.           Location. You shall
perform your duties hereunder at the Company's facilities in Israel, but you
understand and agree that your position may involve significant 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 during the term of your engagement with the Company (for
purposes hereof, such third parties shall be referred to as ("Other Employers"), you
represent, warrant and undertake that: (a) your engagement with the Company is
and/or will not be in breach of his undertakings towards Other Employers, and
(b) you will not disclose to the Company, or use, in provision of any services
to the Company, any proprietary or confidential information belonging to any
Other Employers.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 2 -

     

    Term of
Employment

    


    5.           Term. Your employment
by the Company shall be deemed to have commenced on the date of May 1, 2003 (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 of at least 4 (four) months (the "Notice Period"). However, the
Company, 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 other benefits hereunder, that would have
been paid to you during the Notice Period in lieu of the prior notice.
Notwithstanding the aforesaid, in such case, you will still be entitled to make
use of the Car (as such term is defined in Section 16) and the Phone (as such
term is defined in Section 17), and the Vesting Period (as such term is defined
in Section 2.4.1 of Exhibit A) shall be deemed to continue until the end of such
4-month period.

    


    7.           Termination for
Cause. The Company may immediately terminate the employment relationship
for Cause, and such termination shall be effective as of the time of 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 the Company or its
affiliates and the engaging by yourself in any prohibited business competitive
to the business of the Company; or (b) any repetitive willful failure to perform
or to perform competently any of your fundamental functions or duties hereunder,
to the extent such failure was not remedied after appropriate notice was given
by the Company; or (c) a material breach of the any material provision of this
Agreement, to the extent such breach (if it can be remedied) was not remedied
after appropriate notice was given by the Company.

    


    8.           Notice Period; End of
Relations. During the period following notice of termination by either
party, the employment relationship hereunder shall remain in full force and
effect and there shall be no change in your position with the Company, in your
Salary and other benefits hereunder, or in any other obligations of either party
hereunder, and you shall cooperate with the Company and assist the Company with
the integration into the Company of the person who will assume your
responsibilities.

    


    Covenants

    


    9.           Proprietary Information;
Assignment of Inventions and Non-Competition. By executing this letter
you confirm and agree to the provisions of the Company's Proprietary
Information, Assignment of Inventions, Confidentiality and Non-Competition
Agreement attached as Exhibit
B.

    


    Salary and Additional
Compensation; Insurance; Advanced Study Fund

    


    10.          Salary. The Company
shall pay to you as compensation for the employment services an aggregate
monthly compensation in the amount of US$16,100 (sixteen thousand one hundred
U.S. Dollars) (the "Salary").  Notwithstanding
the aforesaid, it is agreed that in the event that by the end of July 2003 the
income ceiling for contributions for national insurance and health insurance
which was cancelled as of July 1, 2002, shall not be reinstated, then, and so
long as a ceiling is not reinstated, (i) the Company shall further pay to you an
additional monthly gross amount of US$1,000 (one thousand U.S. Dollars); and
(ii) the Company shall further pay to you an additional monthly gross amount
compensating you for the income tax payments borne by you with respect to
provision of the Car under Section 16. Such additional compensations shall not
be deemed as part of the Salary but rather as a separate additional
compensation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 3 -

     

    Except as specifically set forth
herein, the Salary includes any and all payments to which you are entitled from
the Company hereunder and under any applicable law, regulation or agreement. The
Salary is to be paid to you no later then the 7th day of
each calendar month after the month for which the Salary is paid, after
deduction of applicable taxes and other mutually agreed upon
payments.

    


    11.          Insurance and Social
Benefits.

    The Company will insure you under a
"Manager's Insurance Scheme" to be mutually agreed upon (the "Insurance Scheme") as follows:
(i) the Company will pay, at its expense, an amount equal to 13 1/3% (thirteen
percent and one third of a percent) of the Salary towards a fund for life
insurance and pension, which includes an amount equal to 8 1/3% (eight percent
and one third of a percent) of the Salary towards a fund for severance
compensation and 5% (five percent) for pension (Gemel), and shall also deduct an
amount equal to 5% (five percent) of the Salary and pay such amount towards the
Insurance Scheme for your benefit; (ii) the Company will pay, at its expense, an
amount of up to 2.5% (two percent and one half of a percent) of the Salary
towards an insurance for the event of loss of working ability ("Ovdan Kosher
Avoda").  Further, the Company will also open and maintain an advanced
study fund ("Keren Hishtalmut") on your behalf such that the Company shall
contribute, at its expense, an amount equal to 7.5% (seven percent and one half
of a percent) of the Salary and shall also deduct an amount equal to 2.5%
(two  percent and one half of a percent) of the Salary and pay such
amount towards the Keren Hishtalmut for your benefit.  All of your
aforementioned contributions (i.e., not those which at the Company's expense)
shall be transferred to the above referred to plans and  funds by the
Company by deducting such amounts from each monthly Salary payment.

    


    All amounts paid by the Company in
accordance with this Section will be unconditionally transferred to you or the
policies and funds will be transferred in your name, as
applicable,  upon the termination of your employment under any
circumstances and for any reason whatsoever without limitation, provided that
the same shall constitute the full and only compensation to be paid by the
Company to you in such circumstances, as severance compensation or any other
amounts you may be entitled to upon or due termination of your employment in
accordance with any applicable law, rule or regulation, or any collective
agreement or the like, except that the above shall not be deemed as derogating
from remedies available for breach of contract and other unlawful acts or
omissions, to the extent applicable.

    


    Additional
Benefits

    


    12.           Expenses. In
addition, the Company will reimburse you for business expenses borne by you, in
accordance with the Company’s policies as determined by the Company from time to
time, and provided that substantial or extraordinary expenses are approved in
advance by the Company. As a condition to reimbursement, you shall be required
to provide the Company with all invoices, receipts and other evidence of
expenditure as may be reasonably required by the Company from time to
time.

    


    13.           Bonuses. In addition,
at the beginning of each one-year period of engagement under this Agreement, the
Company's Board of Directors may consider the grant of a yearly bonus based upon
the achievement of certain goals and milestones to be set and determined by the
Company's Board of Directors. For the avoidance of doubt, any bonus grant, its
amount, and the goals and milestone criteria shall be at the sole and absolute
discretion of the Company's Board of Directors.

    


    14.           Vacation. You shall
be entitled to 21 (twenty one) vacation days per year, the use of which will be
coordinated with the Company. In the event that the demands of your activities
shall preclude or limit your ability to actually use such vacation days in any
specific year, you shall be entitled to the balance of the unused vacation days
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 days not taken during such year.

    


    15.           Sick Leave; Recreation
Pay. You shall be entitled to paid sick leave and to Recreation Pay
("Dmei Havra'a") pursuant to applicable law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 4 -

     

    16.           Company Car. In
addition, for purposes of performance of your duties and tasks, the Company will
provide you with a car of a "management class" level (such as Mazda 6, Peugeot
406, etc.) to be agreed upon in accordance with market standards (the "Car"). The Car will remain in
the Company's ownership, and will be returned to the Company by you immediately
after the later of the actual termination of your employment by the Company, or
at the end of the Notice Period. The Company shall bear and pay, at its expense,
any and all costs of maintenance and repairs, fuel, and any insurance
deductibles for the Car. You shall be liable for paying for any parking and/or
traffic fines received in connection with the Car, and for indemnification of
the Company in case of unlawful use of the Car.

    


    17.           Company Telephone.
For purposes of performance of your duties and tasks, the Company will provide
you with a mobile phone (the "Phone"). The Phone will remain
in the Company's ownership, and will be returned to the Company by you
immediately after the later of the actual termination of your employment by the
Company, or at the end of the Notice Period. The Company shall bear and pay, at
its expense, any and all costs of maintenance, insurance and repairs for the
Phone.

    


    18.           Stock Incentive. In
additional consideration for your employment with the Company, you shall be
entitled to a stock incentive, in accordance with the terms and conditions set
forth in Exhibit
A.

    


    Miscellaneous

    


    19.           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. Both parties 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; the
aforesaid shall not be interpreted as limiting the Company from any disclosure
which may be required under applicable law or as part of its business
activities. You shall be covered by a Directors and Officers insurance policy to
the same extent as such insurance policy shall cover the members of Company's
Board of Directors appointed by the Founders.

    


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

    


    
      
        
          
            	
                    Sincerely
      yours,

                  
	
                    Aharon
      Schwartz

                  	
                    Allon
      Reiter

                  
	
                    /s/
      Aharon Schwartz

                  	
                    /s/
      Allon Reiter

                  
	
                    BioLine
      Therapeutics Ltd.

                  


          

        

      

    

    


    I agree
to all terms of this letter.

    


    
      
        
          	
                  Name:

                	
                  Dr.
      Morris Laster

                
	
                  Date:

                	
                  May
      1, 2003

                	
                  /s/
      Morris Laster

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 5 -

     

    Exhibit
A to the Employment Agreement between

    BioLine
Therapeutics and Dr. Morris Laster

    


    Stock Incentive
Scheme

    


    This
Stock Incentive Scheme is attached as Exhibit A to that
certain Employment Agreement by and between BioLine Therapeutics Ltd. (the
"Company") and Dr.
Morris Laster ("Employee") (the "Employment
Agreement").

    


    In
additional consideration for Employee's employment with the Company, Employee
shall be entitled to grant of securities in accordance with the terms and
conditions set forth herein below:

    


    Definitions

     

    
      
        	
              	
                1.

              	
                All
      the capitalized terms herein shall have the meanings ascribed to them in
      the Employment Agreement. Additionally, the following capitalized terms
      shall have the meaning ascribed next to
them:

              


      

    

     

    
      	
               
      

            	
              1.1.

            	
              "Adjustment Actions" -
      Any of the following actions which may be taken by a Corporation with
      respect to securities issued by such Corporation: (i) forfeiture by the
      Corporation, (ii) redemption by the Corporation for the securities' par
      value (or for less than that amount, if allowed under applicable law),
      (iii) purchase by the Corporation or by any other person or entity
      designated by the Corporation, for the securities' par value (or for less
      than that amount, if allowed under applicable law); (iv) conversion into
      deferred shares entitling their holder only to their par value upon
      liquidation of the Corporation, or (v) any other action which may be
      required in order to achieve similar results - all as shall be determined
      by the Corporation, at its sole and absolute
  discretion.

            


    

     

    
      	
               
      

            	
              1.2.

            	
              "Applicable Percent" -
      The percentage of Financing Securities to which Employee may be entitled
      under this Exhibit from time to time. Initially, the Applicable Percent
      shall be 8% (eight percent), but it may be adjusted downwards in
      accordance with the provisions of Section 2.4 of this
    Exhibit.

            


    

     

    
      	
               
      

            	
              1.3.

            	
              "Corporation" - Either of
      the Company or a Spin-Off.

            


    

     

    
      	
               
      

            	
              1.4.

            	
              "Equity Investors" -
      Holders of Financing Securities.

            


    

     

    
      	
               
      

            	
              1.5.

            	
              "Financing Securities" -
      Any Corporation shares issued to a person or other legal entity making an
      equity investment in the Corporation, the principal purpose of which
      issuance is the raising of capital by the Corporation through the sale of
      securities of the Corporation. Without derogating from the aforesaid
      definition, the following securities are specifically excluded from the
      above definition of "Financing Securities": (a) loans, debentures
      convertible notes, and the like so long as they have not yet been actually
      exercised, exchanged, or converted into shares of the Corporation ("Loans"); notwithstanding
      the aforesaid, it is agreed that any convertible notes which may be issued
      to Teva under the Founders Agreement shall not be deemed as a Loan for
      purpose of this provision, but rather shall be deemed Financing Securities
      (for the avoidance of doubt, shares which may be issued upon conversion of
      such Convertible Notes of Teva shall not be deemed as additional Financing
      Securities); (b) securities issued pursuant to or under various incentive
      arrangements (e.g., employees and service providers stock incentive plans,
      stock grants to directors and officers, etc.); (c) securities issued in
      consideration for goods or services provided and the like issuances (such
      as and specifically including issuances to banks and the like financial
      institutions granting loans or credit lines or the like facilities,
      issuances to equipment lessors, acquisition of other corporations, etc.);
      (d) securities issued upon exercise or conversion of shares, options,
      warrants, convertible notes and the like securities the issuance of which
      already entitled Employee to an Update Issuance or was exempted from
      Employee's right to an Update Issuance (except for securities which may be
      issued upon exercise or conversion of Loans, which securities shall be
      deemed as Financing Securities upon such exercise or conversion of a
      Loan); (e) securities issued to all shareholders of the Corporation in
      connection with any stock combination or subdivision or split, issue of
      bonus shares or stock dividends, or any other similar recapitalization of
      the share capital of the Corporation; (f) securities issued in an M&A
      Transaction; or (g) securities issued to the
  public.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 6 -

     

    
      	
               
      

            	
              1.6.

            	
              "Founders" - Teva
      Pharmaceutical Industries Ltd. ("Teva"), Hadasit Medical
      Research Services and Development Ltd. ("Hadasit"), Pitango
      Venture Capital Fund III (Israeli Sub), L.P. and related entities
      (collectively, "Pitango"), Giza GE
      Venture Fund III, LLC and related entities (collectively, "Giza"), and other
      persons and entities which may be added from time to time at the
      discretion of the Company.

            


    

     

    
      	
               
      

            	
              1.7.

            	
              "Founders Agreement" -
      That certain Founders Agreement, dated as of March 31, 2003, by and
      between the Company and the Founders, a copy of which was provided to
      Employee and his legal counsel.

            


    

     

    
      	
               
      

            	
              1.8.

            	
              "Incentive Shares" -
      Ordinary A Shares par value NIS 0.01 each of the
  Company

            


    

     

    
      	
               
      

            	
              1.9.

            	
              "M&A Transaction" - A
      merger of the Company with or into any other corporation, or the sale of
      all or substantially all of the outstanding shares of the Company or the
      sale of all or substantially all of the assets of the
    Company.

            


    

     

    
      	
               
      

            	
              1.10.

            	
              "Spin-Off" - Any
      subsidiary or division of the Company spun-off, so that it shall be held,
      in whole or in part, by the Company's Equity
  Investors.

            


    

     

    
      	
               
      

            	
              1.11.

            	
              "Update Issuance" - An
      issuance as defined in Section 4.1.

            


    

     

    
      
        	
              	
                2.

              	
                Equity
      in the Company

              


      

    

     

    
      	
               
      

            	
              2.1.

            	
              General.  Employee
      shall be entitled to and issued Incentive Shares in accordance with the
      following provisions of this Section 2 and the other provisions of this
      Exhibit. The Incentive Shares shall be granted and issued in accordance
      with the provisions of Section 102 of the Tax Ordinance ("Section 102"), pursuant
      to the "Capital Gains" track thereof, and subject to and in accordance
      with the general terms and conditions of a stock incentive plan to be
      adopted by the Board of Directors of the Company (the "Plan") and to be
      approved by the Israeli Tax Authorities, and a particular Stock Incentive
      Grant Agreement to be signed by and between the Company and Employee (the
      "Stock Incentive Grant
      Agreement") pursuant to the terms and conditions hereof. In the
      event of any discrepancy between the provisions of this Exhibit and either
      of the Plan or the Stock Incentive Grant Agreement, then the provisions
      hereof shall apply.

            


    

    


    The
Company shall complete such Plan, and file the Plan with the Israeli Tax
Authorities within 45 (forty five) days from the date hereof.

     

    
      	
               
      

            	
              2.2.

            	
              Initial Grant of
      Incentive Shares.  Upon adoption of the Plan and its
      approval by the Israeli Tax Authorities, and simultaneously with the
      execution of the Stock Incentive Grant Agreement, the Company shall issue
      to Employee such amount of Incentive Shares, representing, on the date of
      their issuance, the Applicable Percent of the amount of the then issued
      and outstanding Financing
Securities.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 7 -

     

    
      	
               
      

            	
              2.3.

            	
              Issue Price.
      The issue price of each Incentive Share which shall be issued to Employee
      in accordance with the provisions of Sections 2 or 4 shall be the par
      value of the share.

            


    

     

    
      	
               
      

            	
              2.4.

            	
              Vesting.
      Notwithstanding any and all above provisions of this Section 2, Employee
      acknowledges and agrees that all Incentive Shares are granted and issued
      based on the understanding that Employee will be fully and continuously
      engaged with the Company under the Employment Agreement for certain
      minimum periods of time as set forth herein below, and, accordingly it is
      hereby covenanted and agreed by Employee that Incentive Shares shall be
      subject to applicable vesting periods and in accordance with and subject
      to the following terms and
provisions:

            


    

     

    
      	
               
      

            	
              2.4.1.

            	
              25%
      (twenty five percent) of the Incentive Shares shall vest after 12 (twelve)
      months from the Commencement Date, and the remaining 75% (seventy five
      percent) of the Incentive Shares shall vest in 12 (twelve) equal portions
      on a quarterly basis over the following period of 36 (thirty six) months.
      The full period of 4 (four) years from the Commencement Date shall be
      referred to as the "Vesting
      Period".

            


    

     

    
      	
               
      

            	
              2.4.2.

            	
              In
      the event that, at any time during the Vesting Period, the Employment
      Agreement shall be terminated or cancelled for any reason whatsoever (a
      "Termination
      Event"), then, upon the later of the actual termination of the
      Employment Agreement and the end of the Notice Period, where applicable,
      all unvested Incentive Shares at such date shall be subject to one or more
      Adjustment Actions as shall be determined by the Company, at its sole and
      absolute discretion in order to cause the Applicable Percent to be
      adjusted to the applicable percentage as at the time of termination. For
      example, in the event of a Termination Event at the end of 12 (twelve)
      months from the Commencement Date, the Applicable Percent shall be 2% (two
      percent); Employee hereby agrees and confirms that the shareholders of the
      Company may take all such Adjustment Actions, and hereby empowers the
      Board of Directors of the Company or any person which may be designated by
      the Board of Directors of the Company to vote all the Incentive Shares (to
      the extent required and applicable for the above purposes only) in any way
      as he or she may deem fit for the above purposes. For the avoidance of
      doubt, a Termination Event will have no effect whatsoever with regard to
      any vested shares, which will include all shares vested in accordance
      hereof until the later of the actual termination of the Employment
      Agreement and the end of the Notice Period, where
    applicable.

            


    

     

    
      	
               
      

            	
              2.5.

            	
              Acceleration
      Events. Notwithstanding the aforesaid provisions of Section 2.4, it
      is agreed that, during the Vesting Period: (i) upon the closing of an M&A
      Transaction, all of the Incentive Shares then still subject to vesting
      shall be deemed fully vested; and (ii) in the event of death of Employee
      or permanent severe disability of Employee that no longer enables Employee
      to reasonably work, 50% (fifty percent) of all the Incentive Shares then
      still subject to vesting shall be deemed fully vested.  For the
      avoidance of doubt, the provisions of Section 2.4 shall no longer apply to
      any Incentive Shares deemed vested in accordance with the provisions of
      this Section 2.5.

            


    

     

    
      	
               
      

            	
              2.6.

            	
              No Engagement
      Commitment. For avoidance of doubt, it is clarified that nothing in
      this Exhibit shall be deemed as an undertaking of the Company to retain
      Employee's services for any minimum period of
  time.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 8 -

     

    
      	
               
      

            	
              2.7.

            	
              Rights and Obligations
      of the Incentive Shares. The Incentive Shares shall be entitled to
      all rights and shall be subject to all obligations and restrictions as set
      forth in the Articles of Association of the Company applicable to the
      Ordinary A Shares of the Company, as such rights, obligations and
      restrictions may be from time to time (subject to the following). At all
      times, the Ordinary A Shares shall have identical rights and obligations,
      in all material respects, as those attached to the Ordinary Shares of the
      Company, except that the Ordinary A Shares shall not be entitled to
      receive notices of general meetings of the shareholders of the Company, to
      attend such meetings or to vote therein on any
  matter.

            


    

    


    The
Company shall not, without Employee's agreement, cancel, modify in any material
way, or adversely derogate from in any material way, rights attached to the
Ordinary A Shares held by Employee to receive dividends or the like
distributions in cash or kind ("Dividends") or Dividends upon
liquidation of the Company; provided however that nothing herein shall be deemed
as derogating in any way from the Company's full and unlimited right and
discretion to grant rights - including preferred or superior rights - to
Dividends or Dividends upon liquidation to any person or entity investing in the
Company. Notwithstanding the above, in the event of an additional fund raising
(not covered by the Founders Agreement) from any specific Founder(s) (e.g.,
equity investments, bridge loans, or any other financing form), the Company may
negotiate and effect, inter alia, changes of the rights to Dividends or
Dividends upon liquidation attached to the Series A Redeemable Preferred Share
of the Company, par value NIS0.1 issued to such Founder(s).

    


    Employee
hereby agrees and undertakes that, subject to the above, the Company may, at its
discretion, convert the Ordinary A Shares into Ordinary Shares. For the
avoidance of doubt, in such case, the provisions of the second paragraph of this
Section 2.7 shall apply, mutatis
mutandis.

     

    
      	
               
      

            	
              2.8.

            	
              Dividend Distributions
      During the Vesting Period. In the event that during the Vesting
      Period, the Company shall make any distribution of Dividends to its
      shareholders (each a "Given Distribution"),
      then: (i) at the time of any Given Distribution, Employee shall receive
      Dividends based on the portion of vested Incentive Shares as at that time,
      and (ii) upon vesting of each additional portion of Incentive Shares,
      Employee shall receive an additional proportionate portion of the Given
      Distribution. The Company shall set aside, in a segregated trust account,
      Dividends due but not yet paid to Employee pursuant to this Section 2.8,
      and shall remit any interest accumulated with regard thereto to Employee
      together with the Dividend.

            


    

     

    
      	
               
      

            	
              2.9.

            	
              Restricted Transfer;
      Transfer Arrangements. During the Vesting Period, the Incentive
      Shares may not be transferred, assigned, mortgaged or otherwise disposed
      of in any manner (a "Transfer"), and any
      unauthorized Transfer shall subject such shares to an Adjustment Action.
      As of the end of the Vesting Period, the Incentive Shares may be freely
      Transferred, subject to the general terms and conditions applicable to all
      shares of the Company as may be set in the Articles of Association of the
      Company.  Employee specifically acknowledges and agrees that the
      Inventive Shares shall be subject to any and all "Bring Along" or "Tag
      Along" arrangements which may be set in the Articles of Association of the
      Company to the extent imposed on all or substantially all of the
      shareholders of the Company.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 9 -

     

    
      	
               
      

            	
              2.10.

            	
              Taxation. All
      tax consequences arising from the grant and vesting of the Incentive
      Shares, or the exercise of any Adjustment Actions or from any other event
      or act of the Company or Employee hereunder, shall be borne solely by
      Employee, and Employee will indemnify the Company and hold it harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax. Employee hereby
      irrevocably authorizes the Company to deduct from any payment, which may
      be due to Employee from the Company any amount Employee may owe in
      accordance with the above provisions of this Section 2.10. Notwithstanding
      the above, the Company shall be liable for any failure to lawfully
      prepare, file and administer the Plan in accordance with applicable
      law.

            


    

     

    
      
        	
              	
                3.

              	
                Equity
      in Spin-Offs

              


      

    

    To the
extent that the Company shall spin-off any Spin-Off , the following provisions
shall apply:

     

    
      	
               
      

            	
              3.1.

            	
              Upon
      the incorporation of any Spin-Off, Employee shall be entitled and issued
      securities of the Spin-Off with substantially similar terms as those of
      the Incentive Shares (or securities with better terms, at the discretion
      of the Board of Directors of the founders of the Spin-Off or its Board of
      Directors) (the "Spin-Off
      Shares"), in an amount equal to the then Applicable Percent times
      the aggregate amount of Financing Securities of the Spin-Off which shall
      be issued to the Company's Equity Investors at the time of incorporation
      of the Spin-Off.

            


    

     

    
      	
               
      

            	
              3.2.

            	
              To
      the extent that the Incentive Shares shall be subject to adjustment in
      accordance with the provisions of Section 2.4 or in accordance with the
      provisions of Section 5, then the Spin-Off Shares shall be similarly
      adjusted as set forth with respect to the Incentive
  Shares.

            


    

     

    
      	
               
      

            	
              3.3.

            	
              For
      example:

            


    

     

    
      	
               
      

            	
              3.3.1.

            	
              A
      Spin-Off is incorporated, in which the Company's Equity Investors will
      hold 50%, and at such time the Applicable Percent is 8%: Employee shall be
      issued Spin-Off Shares equal to 4% of the share capital of the
      Spin-Off.

            


    

     

    
      	
               
      

            	
              3.3.2.

            	
              A
      Termination Event occurs under the Employment Agreement, following which
      50% of the Incentive Shares are subject to an Adjustment Action (and,
      accordingly, the Applicable Percent is reduced to 4%): 50% of the Spin-Off
      Shares shall be subject to a similar Adjustment
  Action.

            


    

     

    
      	
               
      

            	
              3.4.

            	
              The
      provisions of Sections 2.3, 2.7-2.10 (inclusive) and 5 shall apply, mutatis mutandis, with
      respect to any and all Spin-Off as
well.

            


    

     

    
      	
               
      

            	
              3.5.

            	
              The
      corporate documents and/or shareholders agreement(s) of each Spin-Off may
      further elaborate on the above matters, as may be required in order to
      fully implement the above
agreements.

            


    

     

    
      
        	
              	
                4.

              	
                Anti-dilution
      Protection

              


      

    

    It is
agreed that Employee's holdings in the Company and in any Spin-Off shall be
protected from dilution until an actual aggregate investment in either of the
Company and/or any Spin-Offs, equal to US$11,000,000 (eleven million U.S.
Dollars) is made (adding thereto and taking into account that initial amount
invested in the Company prior to the date of issuance of Incentive Shares
pursuant to Section 2.2), in accordance with the following terms and
provisions:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 10 -

     

    
      	
               
      

            	
              4.1.

            	
              Upon
      the issuance by the Company of any Financing Securities, Employee shall be
      issued, for no additional consideration, except for payment of the par
      value thereof, additional Incentive Shares in such amount resulting in an
      aggregate holding by Employee of Incentive Shares equal to the then
      Applicable Percent of all Financing Securities issued by the Company to
      its Equity Investors.

            


    

    


    Similarly,
upon the issuance by any Spin-Off of any Financing Securities, Employee shall be
issued, for no additional consideration, except for payment of the par value
thereof, additional Spin-Off Shares of such Spin-Off in such amount resulting in
an aggregate holding by Employee of Spin-Off Shares equal to the then Applicable
Percent times of Financing Securities issued by such Spin-Off to its Equity
Investors.

    


    Any and
each of the above referred to issuances shall be referred to as an "Update Issuance".

     

    
      	
               
      

            	
              4.2.

            	
              Employee's
      right to an Update Issuance shall apply with respect to the Company and
      each Spin-Off separately, with respect to any issuance therein of
      Financing Securities, and such right to Update Issuances shall terminate
      altogether upon an actual aggregate investment in the Company and all
      Spin-Offs, together, of US$11,000,000 (eleven million U.S.
      Dollars).

            


    

     

    
      	
               
      

            	
              4.3.

            	
              For
      example, based on the assumption of the existence of the Company and one
      Spin-Off:

            


    

     

    
      	
               
      

            	
              4.3.1.

            	
              Employee
      was initially issued Incentive Shares based on an actual aggregate
      investment of $500,000. Thereafter, the Company issues Financing
      Securities in consideration for an actual aggregate investment by the
      Company's Equity Investors of $9,500,000: Employee shall be entitled to an
      Update Issuance of Incentive Shares, protecting Employee's holdings in the
      Company from dilution by such entire
amount.

            


    

     

    
      	
               
      

            	
              4.3.2.

            	
              The
      Spin-Off issues Financing Securities in consideration for an actual
      investment by its Equity Investors of $1,000,000: Employee shall be
      entitled to an Update Issuance of Spin-Off Shares of such specific
      Spin-Off, protecting Employee's holdings in the Spin-Off from dilution by
      such entire amount.

            


    

     

    
      	
               
      

            	
              4.3.3.

            	
              As
      of that time and onwards, none of Employee's holdings in any Corporation
      shall be entitled to any Update Issuances or other protection from
      dilution with respect to any issuances of securities by any such
      Corporation.

            


    

     

    
      	
               
      

            	
              4.4.

            	
              For
      the avoidance of doubt it is clarified the anti-dilution protection
      granted in this section 4 shall continue to apply whether or not Employee
      is still employed with the Company at such time and shall survive without
      limitation the termination of the Agreement for any reason
      whatsoever.

            


    

     

    
      
        	
              	
                5.

              	
                Decrease
      Adjustment

              


      

    

    In the
event that any of the Financing Securities shall be subject to actions of the
kind of the Adjustment Actions, then a proportionate portion of the Incentive
Shares shall be subject to Adjustment Actions so that the ratio between the
amount of all remaining Incentive Shares and all remaining Financing Securities
remains equal the ratio between the amount of all Incentive Shares and Financing
Securities existing prior to occurrence of such Adjustment
Actions.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 11 -

     

    Exhibit
B to the Employment Agreement between

    BioLine
Therapeutics and Dr. Morris Laster

    


    Proprietary Information;
Assignment of Inventions, Confidentiality and
Non-Competition

    


    This
Proprietary Information, Assignment of Inventions, Confidentiality and
Non-Competition Agreement is attached as Exhibit B to that
certain Employment Agreement by and between BioLine Therapeutics Ltd. ("Company") and Dr. Morris
Laster ("Employee") (the
"Agreement").  All
the capitalized terms herein shall have the meanings ascribed to them in the
Agreement. For purposes hereof, the term "Company" shall mean and include
Company any subsidiaries and affiliates of Company.

    


    Employee's
obligations and representations and Company's rights under this Exhibit shall
apply as of the time it first became engaged with Company, regardless of the
date of execution of the Agreement.

    


    Confidentiality; Proprietary
Information

     

    
      
        	
                  1.

              	
                "Proprietary Information"
      means confidential and proprietary information concerning the business and
      financial activities of Company, 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 Company may obtain or receive from third
      parties.

              


      

    

     

    
      
        	
                  2.

              	
                Proprietary
      Information shall be deemed to include any and all proprietary information
      disclosed by or on behalf of Company and irrespective of form but
      excluding information that (i) was known to Employee prior to Employee's
      association with Company 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 Employee; (iii) reflects general skills and
      experience gained during Employee's engagement by Company; or (iv)
      reflects information and data generally known in the industries or trades
      in which Company operates.

              


      

    

     

    
      
        	
                  3.

              	
                Employee
      recognizes that Company received and will receive confidential or
      proprietary information from third parties, subject to a duty on Company'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.

              


      

    

     

    
      
        	
                  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 Company its
      subsidiaries and their assigns. At all times, both during the term of
      Employee's engagement with Company (the "Term") and after the
      termination of the engagement between the parties, Employee will keep in
      confidence and trust all Proprietary Information, and Employee will not
      use or disclose any Proprietary Information or anything relating to it
      without the written consent of Company or its subsidiaries, except as may
      be necessary in the ordinary course of performing Employee's duties under
      the Agreement.

              


      

    

     

    
      
        	
                  5.

              	
                Upon
      termination of Employee's engagement with Company, Employee will promptly
      deliver to Company all documents and materials of any nature pertaining to
      Employee's engagement with Company, and will not take with his any
      documents or materials or copies thereof containing any Proprietary
      Information.

              


      

    

     

    
      
        	
                  6.

              	
                Employee's
      undertakings set forth in Section 1 through Section 5 of this Exhibit
      shall remain in full force and effect after termination of the Agreement
      or any renewal thereof.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 12 -

     

    Disclosure and Assignment of
Inventions

     

    
      
        	
                  7.

              	
                "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; "Company 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 engagement with Company, and which are:
      (i) developed using equipment, supplies, facilities or Proprietary
      Information of Company, (ii) result from work performed by Employee for
      Company, or (iii) related to the field of business of Company, or to
      specific fields of research and development undertaken by
      Company.

              


      

    

     

    
      
        	
                  8.

              	
                Employee
      undertakes and covenants he will promptly disclose in confidence to
      Company all Inventions deemed as Company
  Inventions.

              


      

    

     

    
      
        	
                  9.

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

              


      

    

     

    
      
        	
                10.

              	
                Employee
      agrees to assist Company, at Company's expense, in every reasonable and
      proper way with Company’s efforts to obtain for Company and enforce
      patents, copyrights, mask work rights, and other legal protections for
      Company Inventions in any and all countries. Employee will execute any
      documents that Company 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 engagement with Company, provided that Company
      appropriately compensates Employee for his time and efforts in this
      regard. Employee hereby irrevocably designates and appoints Company 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 Company 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 Company
      Inventions), with the same legal force and effect as if executed by
      Employee himself.

              


      

    

    


    Non-Competition

     

    
      	
              11.

            	
              Employee
      agrees and undertakes that he will not, so long as the Agreement is in
      effect and for a period of nine (9) months following termination of the
      Agreement, for any reason whatsoever, directly or indirectly, in any
      capacity whatsoever, materially be engaged in, or employed by, any
      business or venture that is engaging in the same business as the Business
      (as defined below) of Company. For purposes hereof, "Business" means the
      incubation of companies and projects focused on the identification,
      development and commercialization of new chemical entities in the
      bio-pharmaceutical field.

            


    

     

    
      	
              12.

            	
              Employee
      agrees and undertakes that during the Term and for a period of twelve (12)
      months following termination of his engagement for whatever reason,
      Employee will not, directly or indirectly, including personally or in any
      business in which Employee may have a controlling interest, solicit for
      employment any person who is employed by Company, or any person materially
      retained by Company as a Employee, advisor or the like who is subject to
      an undertaking towards Company to refrain from engagement in activities
      competing with the activities of Company, or was retained as an employee,
      consultant, advisor or the like during the six months preceding
      termination of the Term.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 13 -

     

    Reasonableness of Protective
Covenants

     

    
      	
              13.

            	
              Insofar
      as the protective covenants set forth in this Exhibit 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 Company, and the
      operations and business of Company; and (ii) the time duration of the
      protective covenants is reasonable and necessary to protect the goodwill
      and the operations and business of Company, and does not impose a greater
      restrain than is necessary to protect the goodwill or other business
      interests of Company. 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 hereto 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.

            


    

    


    Remedies for
Breach

     

    
      	
              14.

            	
              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 Company in the event of a breach or a
      threatened breach of any of such provisions, Company 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.

            


    

    


    Intent of
Parties

     

    
      	
              15.

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    -
14 -

     

    Schedule
A

     

    Exhibit
A to the Employment Agreement between

    BioLineRx
and Dr. Morris Laster

     

    Stock Incentive
Scheme

     

    This
Stock Incentive Scheme is attached as Exhibit A to that
certain Employment Agreement by and between BioLineRx Ltd. (the “Company”) and Dr. Morris
Laster (“Employee”) (the
“Employment
Agreement”).

     

    As
additional consideration for Employee’s employment with the Company, Employee
shall be entitled to grant of securities in accordance with the terms and
conditions set forth herein below:

     

    Definitions

     

    
      	
              1.

            	
              Entitlement.  Employee
      shall be entitled to, and issued, 956,522 (nine hundred fifty six thousand
      and fine hundred twenty two) Ordinary Shares par value NIS 0.01 each of
      the Company (the “Incentive Shares”), in
      accordance with the following provisions of this Section 1 and the
      other provisions of this Exhibit.

            


    

     

    
      	
              2.

            	
              Section 102
      Grant.  The Incentive Shares shall be granted and issued
      in accordance with the provisions of Section 102 of the Tax Ordinance
      (“Section 102”),
      pursuant to the “Capital Gains” track thereof, and subject to and in
      accordance with the general terms and conditions of a stock incentive plan
      to be adopted by the Board of Directors of the Company (the “Plan”) and to be
      approved by the Israeli Tax Authorities, and a particular Stock Incentive
      Grant Agreement to be signed by and between the Company and Employee (the
      “Stock Incentive Grant
      Agreement”) pursuant to the terms and conditions
      hereof.  In the event of any discrepancy between the provisions
      of this Exhibit and either of the Plan or the Stock Incentive Grant
      Agreement, then the provisions hereof shall
  apply.

            


    

     

    
      	
              3.

            	
              Issue
      Price.  The issue price of each Incentive Share which
      shall be issued to Employee shall be the par value of the
      share.

            


    

     

    
      	
              4.

            	
              Vesting.  Notwithstanding
      any and all above provisions of Section 1, Employee acknowledges and
      agrees that all Incentive Shares are granted and issued based on the
      understanding that Employee will be fully and continuously engaged with
      the Company under the Employment Agreement for certain minimum periods of
      time as set forth herein below, and, accordingly it is hereby covenanted
      and agreed by Employee that Incentive Shares shall be subject to
      applicable vesting periods and in accordance with and subject to the
      following terms and provisions:

            


    

     

    
      	
               
      

            	
              4.1

            	
              25%
      (twenty five percent) of the Incentive Shares shall vest after 12 (twelve)
      months from the Commencement Date, and the remaining 75% (seventy five
      percent) of the Incentive Shares shall vest in 12 (twelve) equal portions
      on a quarterly basis over the following period of 36 (thirty six)
      months.  The full period of 4 (four) years from the Commencement
      Date shall be referred to as the “Vesting
      Period”.

            


    

     

    
      	
               
      

            	
              4.2

            	
              In
      the event that, at any time during the Vesting Period, the Employment
      Agreement shall be terminated or cancelled for any reason whatsoever (a
      “Termination
      Event”), then, upon the later of the actual termination of the
      Employment Agreement and the end of the Notice Period, where applicable,
      all unvested Incentive Shares at such date shall be subject to one or more
      Adjustment Actions (as defined below) as shall be determined by the
      Company, at its sole and absolute discretion.  Employee hereby
      agrees and confirms that the Company and the shareholders of the Company
      may take all such Adjustment Actions, and hereby empowers the Board of
      Directors of the Company or any person which may be designated by the
      Board of Directors of the Company to vote all the Incentive Shares (to the
      extent required and applicable for the above purposes only) in any way as
      he or she may deem fit for the above purposes.  For the
      avoidance of doubt, a Termination Event will have no effect whatsoever
      with regard to any vested shares, which will include all shares vested in
      accordance hereof until the later of the actual termination of the
      Employment Agreement and the end of the Notice Period, where
      applicable.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 15 -

     

    For
purposes hereof, the term “Adjustment Actions” shall mean any of the following
actions which may be taken by the Company with respect to the Incentive Shares
(including, for purposes hereof, any additional securities issued on account of
such Incentive Shares, such as bonus shares): (i) forfeiture by the Company,
(ii) redemption by the Company for the securities’ par value (or for less than
that amount, if allowed under applicable law), (iii) purchase by the Company or
by any other person or entity designated by the Company, for the securities’ par
value (or for less than that amount, if allowed under applicable law); (iv)
conversion into deferred shares entitling their holder only to their par value
upon liquidation of the Company, or (v) any other action which may be required
in order to achieve similar results – all as shall be determined by the Company,
at its sole and absolute discretion.

     

    
      	
              5.

            	
              Acceleration
      Events.  Notwithstanding the aforesaid provisions of
      Section 4, it is agreed that, during the Vesting Period:  (i)
      upon the closing of an M&A Transaction (as defined in Section 1.9 of
      the Employment Agreement), all of the Incentive Shares then still subject
      to vesting shall be deemed fully vested; and (ii) in the event of death of
      Employee or permanent severe disability of Employee that no longer enables
      Employee to reasonably work, 50% (fifty percent) of all the Incentive
      Shares then still subject to vesting shall be deemed fully
      vested.  For the avoidance of doubt, the provisions of Section 4
      shall no longer apply to any Incentive Shares deemed vested in accordance
      with the provisions of this Section
5.

            


    

     

    
      	
              6.

            	
              No Engagement
      Commitment.  For avoidance of doubt, it is clarified that
      nothing in this Exhibit shall be deemed as an undertaking of the Company
      to retain Employee’s services for any minimum period of
    time.

            


    

     

    
      	
              7.

            	
              Rights and Obligations
      of the Incentive Shares.  The Incentive Shares shall be
      entitled to all rights and shall be subject to all obligations and
      restrictions as set forth in the Articles of Association of the Company
      applicable to the Ordinary Shares of the Company, as such rights,
      obligations and restrictions may be from time to time (subject to the
      following).

            


    

     

    
      	
              8.

            	
              Power of
      Attorney.  Simultaneously with the execution of this
      Agreement, you shall execute the irrevocable power of attorney form,
      attached hereto as Annex
      I.

            


    

     

    
      	
              9.

            	
              Dividend Distributions
      During the Vesting Period.  In the event that during the
      Vesting Period, the Company shall make any distribution of dividends or
      the like distributions in cash or kind (“Dividends”) to its
      shareholders (each a “Given Distribution”),
      then:  (i) at the time of any Given Distribution, Employee
      shall receive Dividends based on the portion of vested Incentive Shares as
      at that time, and (ii) upon vesting of each additional portion of
      Incentive Shares, Employee shall receive an additional proportionate
      portion of the Given Distribution.  The Company shall set aside,
      in a segregated trust account, Dividends due but not yet paid to Employee
      pursuant to this Section 9, and shall remit any interest accumulated with
      regard thereto to Employee together with the
  Dividend.

            


    

     

    
      	
              10.

            	
              Restricted Transfer;
      Transfer Arrangements.  During the Vesting Period, the
      Incentive Shares may not be transferred, assigned, mortgaged or otherwise
      disposed of in any manner (a “Transfer”), and any
      unauthorized Transfer, shall subject such shares to an Adjustment
      Action.  As of the end of the Vesting Period, the Incentive
      Shares may be freely Transferred, subject to the general terms and
      conditions applicable to all shares of the Company as may be set in the
      Articles of Association of the Company.  Employee specifically
      acknowledges and agrees that the Inventive Shares shall be subject to any
      and all “Bring Along” or “Tag Along” arrangements which may be set in the
      Articles of Association of the Company to the extent imposed on all or
      substantially all of the shareholders of the
  Company.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 16 -

     

    
      	
              11.

            	
              Taxation.  All
      tax consequences arising from the grant and vesting of the Incentive
      Shares, or the exercise of any Adjustment Actions or from any other event
      or act of the Company or Employee hereunder, shall be borne solely by
      Employee, and Employee will indemnify the Company and hold it harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such
      tax.  Employee hereby irrevocably authorizes the Company to
      deduct from any payment, which may be due to Employee from the Company any
      amount Employee may owe in accordance with the above provisions of this
      Section 11.  Notwithstanding the above, the Company shall be
      liable for any failure to lawfully prepare, file and administer the Plan
      in accordance with applicable law.

            


    

     

    
      	
              12.

            	
              Equity in
      Spin-Offs.  To the extent that the Company shall spin-off
      any subsidiary or division of the Company, so that it shall be held, in
      whole or in part, by the Company’s shareholders (a “Spin-Off”), the
      following provisions shall apply:

            


    

     

    
      	
               
      

            	
              12.1

            	
              Upon
      the incorporation of any Spin-Off, Employee shall be entitled and issued
      securities of the Spin-Off with substantially similar terms as those of
      the Incentive Shares (or securities with better terms, at the discretion
      of the founders of the Spin-Off or its Board of Directors) (the “Spin-Off Shares”), in an
      amount equal to the proportionate holdings of Employee in the Company at
      the time of incorporation of the
Spin-Off.

            


    

     

    
      	
               
      

            	
              12.2

            	
              To
      the extent that at a later stage, any Incentive Shares shall be subject to
      an Adjustment Action, then an applicable portion of the Spin-Off Shares
      shall be similarly adjusted as set forth with respect to the Incentive
      Shares.

            


    

     

    
      	
               
      

            	
              12.3

            	
              The
      provisions of Sections 3 and 7-11 (inclusive) shall apply, mutatis mutandis, with
      respect to any and all Spin-Offs as
well.

            


    

     

    
      	
               
      

            	
              12.4

            	
              The
      corporate documents and/or shareholders agreement(s) of each Spin-Off may
      further elaborate on the above matters, as may be required in order to
      fully implement the above
agreements.

            


    

     

    
      	
              13.

            	
              Minimum Equity
      Holding.  The amount of the Incentive Shares set forth in
      Section 1 of this Stock Incentive Scheme reflects 8% (eight percent)
      of the issued and outstanding share capital of the Company based on the
      securities issued hereunder to the Employee plus the securities issued to,
      or for the benefit of, the founders investing in the Company in
      consideration for a contemplated aggregate equity investment of
      US$11,000,000 (eleven million U.S. Dollars) (the “$11 Million Investment
      Amount”).  In the event that raising $11 Million
      Investment Amount, whether from the founders or from any additional third
      parties, shall require the issuance by the Company of any additional
      Financing Securities (as defined below), the Employee’s shall be entitled
      to additional Incentive Shares so to prevent dilution of his holdings as a
      result of the issuance of such additional securities.  For the
      avoidance of any doubt, such increased amount of Incentive Shares shall
      also be taken into account with respect to the Employee’s rights under
      Section 12 above.

            


    

     

    For
purposes hereof, the term “Financing Securities” means any securities issued to
a person or another legal entity making an equity investment in the Company, the
principal purpose of which issuance is the raising of capital by the Company
through the sale of securities of the Company.  Without derogating
from the aforesaid definition, the following securities are specifically
excluded from the above definition of “Financing Securities”:  (a)
loans, debentures convertible notes, and the like so long as they have not yet
been actually exercised, exchanged, or converted into shares of the Company
(“Loans”);
notwithstanding the aforesaid, it is agreed that any convertible notes which may
be issued to Teva under the Founders Agreement shall not be deemed as a Loan for
purpose of this provision, but rather shall be deemed Financing Securities; (b)
securities issued pursuant to or under various incentive arrangements (e.g.,
employees and service providers stock incentive plans, stock grants to directors
and officers, etc.); (c) securities issued in consideration for goods or
services provided and the like issuances (such as and specifically including
issuances to banks and the like financial institutions granting loans or credit
lines or the like facilities, issuances to equipment lessors, acquisition of
other corporations, etc.); (d) securities issued upon exercise or conversion of
shares, options, warrants, convertible notes and the like securities (the “Underlying Securities”), if
the Underlying Securities were already included in the definition of Financing
Securities or if they were exempt from the definition of Underlying Securities;
(e) securities issued to all shareholders of the Company in connection with any
stock combination or subdivision or split, issue of bonus shares or stock
dividends, or any other similar recapitalization of the share capital of the
Company; (f) securities issued in an M&A Transaction; or (g) securities
issued to the public.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    - 17 -

     

    Annex
I

     

    Irrevocable Power of
Attorney Form

     

    Until the
consummation of an initial public offering (an “IPO”) of the securities of
BioLineRx Ltd. (the “Company”), I, the undersigned,
do hereby grant to the person or entity designated by the Company’s Board of
Directors or by a committee thereof, with full powers of substitution of the
Company’s Board of Directors (the “Representative”), complete and
unlimited authority to act on my behalf, and I hereby appoint the Representative
as my agent and attorney-in-fact, with respect to any matter whatsoever related
to voting all shares in the Company that I hold now or may hold in the future
(the “Shares”) and
executing any waivers, consents and agreements, relating to any transaction
which the Company may choose to enter into, and I irrevocably instruct the
Representative to refrain from any vote of the Shares.  To the extent
that any waiver or the like consent shall be required from the shareholders of
the Company with respect to the convening of any shareholders meetings, minimum
notice of meetings and votes, and the like procedural aspects of shareholders
meetings or votes, the Representative shall be authorized to sign any waiver or
the like consent as may be signed by all or substantially all of the
shareholders of the Company.  I hereby authorize the Representative to
take any further action which the Representative shall consider necessary or
advisable in connection with any of the foregoing, hereby giving the
Representative full power and authority to do and perform each and every act or
thing whatsoever requisite or advisable to be done in and about the foregoing as
fully as the undersigned might or could do if personally present, and hereby
ratifying and confirming all that the Representative shall lawfully do or cause
to be done by virtue hereof.  I will hold the Representative harmless
against any cost or expense reasonably incurred by him arising out of any act or
omission to act in connection with the aforesaid, unless arising out of the
Representative’s own fraud or bad faith.

     

    I
acknowledge and agree that this power of attorney:  (i) is a special
power of attorney coupled with an interest and is irrevocable; (ii) shall
survive any event of bankruptcy, death, adjudication of incompetence or the
like, and (iii) shall survive the transfer of my shares in the Company, until
duly replaced by a similar power of attorney executed by the
transferee.  Notwithstanding anything herein to the contrary, the
power of attorney granted hereunder shall become null and void upon the
consummation of an IPO.

     

    
      
        
          
            	
                    Signature:   

                  	
                    /s/
      Morris Laster

                  
	 
      	 
      
	
                    Name:

                  	 
      
	 
      	 
      
	
                    Date: