Unassociated Document


     

    CONFIDENTIAL
MATERIALS OMITTED AND FILED SEPARATELY WITH

    THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

    


    EXHIBIT
10.6

     

    LICENSE
AGREEMENT

     

    This License Agreement is entered
into as of this 10th day of January, 2005 (the "Effective Date"), by and
among BioLine Innovations Jerusalem L.P., an Israeli limited partnership, having
a place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem , 91450,
Israel ("BioLine"); and
B.G. Negev Technologies and Applications Ltd., a company formed under the laws
of Israel, having a place of business at I Henrietta Szold St., Beer Sheva,
84105 ("BGN") on behalf of Ben Gurion University ("BGU").

     

    WHEREAS,
BGN is the owner of rights in the Licensed Technology (as hereinafter defined)
relating to Injectible Alginate Biomaterials and the uses thereof;
and

     

    WHEREAS,
BioLine wishes to obtain an exclusive license with respect to such Licensed
Technology, in order to develop, obtain regulatory approval for and
commercialize products based on the Licensed Technology, and BGN wishes to grant
BioLinc a license with respect to such Licensed Technology, all in accordance
with the terms and conditions of this Agreement.

     

    NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as
follows:

     

    1.
Definitions

     

    The
capitalized terms defined in this Section 1, whether used in the singular or the
plural, shall have the meanings specified below: "Additional Ingredient" shall
mean any compound or substance which (i) is contained in a Licensed Product, and
(ii) when administered to a patient has a therapeutic or prophylactic clinical
effect, either directly or by acting synergistically with or otherwise enhancing
the effect of other compounds or substances contained in such
product.

     

    "Affiliate" shall mean, with
respect to a party, any person, organization or entity controlling, controlled
by or under common control with, such party. For purposes of this definition
only, "control" of another person , organization or entity shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the activities, management or policies of such person, organization
or entity, whether through the ownership of voting securities, by contract or
otherwise. Without limiting the foregoing, control shall be presumed to exist
when a person, organization or entity (i) owns or directly controls fifty
percent (50%) or more of the outstanding voting stock or other ownership
interest of the other organization or entity, or (ii) possesses , directly or
indirectly, the power to elect or appoint fifty percent (50%) or more of the
members of the governing body of the organization or other
entity.


    
      
         


      

      
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    "BioLine Royalty Payments"
shall mean payments payable by BioLine to BGN with respect to Net Sales of
Products by an Invoicing Entity, as set forth in Section 7.5 below.

     

    "Calendar Quarter" shall mean
the respective periods of three (3) consecutive calendar months ending on March
31, June 30, September 30 or December 31, for so long as this Agreement is in
effect.

     

    "Combination Product" shall
mean a product, substance or devise which comprises a Licensed Product and at
least one other essential Additional Ingredient.

     

    "Commercially Reasonable Efforts"
shall mean (i) with respect to any objective by an entity, reasonable,
diligent, good faith efforts to accomplish such objective as such entity
(together with its Affiliates as a group) would normally use in the ordinary
course of business and research to accomplish a similar objective under similar
circumstances; and (ii) with respect to research, development and
commercialization of any Licensed Product hereunder, shall mean those efforts
and resources normally used by such entity (together with its Affiliates as a
group) for a product owned by it or to which it has rights, which is of similar
market potential at a similar stage in its development or product life as such
Licensed Product.

     

    "Current Invention" the
invention disclosed in the patent application described in Exhibit
A.

     

    "Development Plan" shall mean
the non-binding plan for the development of Licensed Products attached hereto as
Exhibit B, as such plan may be amended from time to time pursuant to Section 6.2
below. The Development Plan shall include an estimated budget setting forth
BioLine's anticipated development costs as of the date hereof. To avoid doubt,
the Development Plan may be subject to change from time to time as determined by
BioLine, in light of business, financial, scientific and/or technical
considerations.

     

    "FDA" shall mean the United
States Food and Drug Administration and/or the corresponding licensing
authorities in Europe, and/or Japan.

     

    "Government Programs" shall
mean the Biotech Incubators Program of the Office of the Chief Scientist of the
Israeli Ministry of Industry and Trade, and any other funding programs sponsored
by the Israeli or other governments.

     

    "Grants" shall mean any funds
or benefits received by BioLine from governmental, quasi-governmental or other
non-profit sources for the development of the Licensed Technology or other
benefits, including but not limited to grants provided within the context of
Government Programs.

     

    "License" shall mean the
license granted pursuant to Section 2.


    
      
         


      

      
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    "Licensed Patent Rights" shall
mean the Patent Rights described in Exhibit C attached hereto. Exhibit C shall
include and shall be updated from time to time to reflect inclusion of new
Licensed Patent Rights.

     

    "Licensed Product" shall mean
any therapeutic product that comprises, contains or incorporates Licensed
Technology as a component.

     

    "Licensed Technology" shall
mean the Current Invention and the Licensed Patent Rights; all improvements,
updates, modifications and enhancements thereto made by BGN by the Effective
Date (if any); and all inventions, know-how and other intellectual property
owned or licensed by BGN and covered thereby or related thereto.

     

    "Milestones" shall mean the
milestones and performance dates for development and commercialization of
Licensed Products set forth in Exhibit D. "NDA" shall mean an
FDA New Drug Application or Product License Application (or Biologics License
Application), as appropriate, and all supplements filed pursuant to the
requirements of the FDA, including all documents, data and other information
concerning Licensed Products that are necessary for or included in FDA approval
to market a Licensed Product.

     

    "Net Sales" shall mean the
gross amount billed or invoiced by or on behalf of BioLine and/or its Affiliates
(the "Invoicing Entity")
on sales of Licensed Products, less the following: (a) customary trade,
quantity, or cash discounts to the extent actually allowed and taken; (b)
amounts repaid or credited by reason of rejection or return; (c) to the extent
separately stated on purchase orders, invoices, or other documents of sale, any
taxes or other governmental charges levied on the production, sale,
transportation, import, export, delivery, or use of a Licensed Product which is
paid by or on behalf of the Invoicing Entity; (d) outbound transportation,
packing and delivery charges, as well as prepaid freight (including shipping
insurance) actually incurred; and (e) payments to one or more third parties to
obtain a Third Party License from such third party(ies) in order to practice the
Licensed Technology; provided however, that:

     

    (i) in any transfers of Licensed
Products between the Invoicing Entity and an Affiliate of the Invoicing Entity,
Net Sales shall be equal to the higher of. (x) the fair market value of the
Licensed Products so transferred, assuming an arm's length transaction made in
the ordinary course of business, and (y) the total amount invoiced by such
Affiliate on resale to an independent third party purchaser, in each case, after
deducting the amounts referred to in clauses (a) through (d) above, to the
extent applicable;

     

    (ii) In the event that the Invoicing
Entity, or the Affiliate of the Invoicing Entity, receives non-monetary
consideration for any Licensed Products or in the case of transactions not at
arm's length with a non-Affiliate of the Invoicing Entity, Net Sales shall be
calculated based on the fair market value of such consideration or transaction.
assuming an arm's length transaction made in the ordinary course of business;
and


    
      
         


      

      
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    (iii) In the event a Licensed Product
is sold by BioLine, an Affiliate of BioLine in the form of a Combination
Product, Net Sales from such Combination Product, for purposes of determining
BioLine Royalty Payments, shall be determined by multiplying the actual Net
Sales of such Combination Product during the applicable royalty reporting
period, by the fraction A/(A+B) where: A is the average sale price of the
Licensed Product contained in the Combination Product when sold separately by
BioLine or its Affiliate or its sublicense; and B is the average price of the
other Additional Ingredients included in the Combination Product when sold
separately by its supplier, in each case during the applicable royalty reporting
period or if sales of both the Licensed Product and/or other Additional
Ingredients did not occur in such period, then in the most recent royalty
reporting period in which sales of both occurred. In the event that such average
sale price cannot be determined for both the Licensed Product and all other
Additional Ingredients included in the Combination Product, Net Sales for the
purpose of determining BioLine Royalty Payments shall be calculated by
multiplying the Net Sales of the Combination Products by the fraction of C/C+D
where C is the fair market value of the Licensed Product and D is the fair
market value of all other Additional Ingredients included in the Combination
Product. In such event, the parties shall negotiate in good faith to arrive at a
determination of the respective fair market values of the Licensed Product and
all other Additional Ingredients included in the Combination
Product.

     

    "Patent Rights" shall mean any
and all (a) patents, (b) pending patent applications, including, without
limitation, all provisional applications, continuations, continuations-inpart,
divisions, reissues, renewals, and all patents granted thereon, and (c) all
patents-of addition, reissue patents, reexaminations and extensions or
restorations by existing or future extension or restoration mechanisms,
including, without limitation, supplementary protection certificates or the
equivalent thereof.

     

    "Regulatory Agency" shall mean
the FDA or equivalent licensing agency or overnment body in Europe, and/or
Japan.

     

    "Sublicense Consideration"
shall mean the actual cash income or other consideration forms actually received
by BioLine in exercising its rights under the License, including, but not
limited to, cash income and other consideration received for
or  consequent to any sublicensing or co-marketing or co-promotion
arrangement or permitted assignment of the License or any portion thereof to a
third party of the rights under the License provided however, that "Sublicense
Consideration" shall not include any amounts received by BioLine in respect of
(i) Grants and (ii) Net Sales.

     

    "Sublicensee" shall mean a
person or entity to whom BioLine or its sublicensee grants a sublicense or
co-marketing or co-promotion rights with respect to some or all of the rights
granted to BioLine under Section 2.

     

    "Third Party License" shall
mean a license from an unaffiliated third party to one or more valid and
enforceable patents issued in the United States or any other jurisdiction, the
claims of which cover one or more components that is essential for the efficacy
of the Licensed Product.


    
      
         


      

      
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    2.
License Grant

     

    BGN hereby grants to BioLine an
exclusive, worldwide, sublicensable license under BGN's rights in the Licensed
Technology to research, have researched, develop, have developed, manufacture,
have manufactured, use, market, distribute, offer for sale, sell, have sold,
export and import Licensed Products and/or provide services relating thereto in
accordance with the terms and conditions of this Agreement (the "License"). For
purposes of this Section 2, the term "exclusive" means that BGN shall not have
any right to grant such licenses or rights to any third party or engage in any
of the foregoing. To avoid doubt, BGU will retain the right to use the Licensed
Technology solely for noncommercial research purposes which do not, in BioLine's
opinion, in any manner interfere with, impede, or place at risk BioLine's
exclusive rights under the License.

     

    3.
Title.

     

    3.1 Licensed Technology. Subject to the License granted to
BioLine, all rights, title and interest in and to the Licensed Technology are
and shall be owned solely and exclusively by BGN.

     

    3.2 BioLine Inventions. As between the parties, BioLine
shall own all inventions conceived, discovered or developed by BioLine or its
subcontractors or Sub- Licensees in connection with activities under this
Agreement, including without limitation all intellectual property rights
therein, subject to BGN's rights in the Licensed Technology. Except as may be
otherwise agreed in writing between the parties with respect to specific
inventions, any inventions conceived jointly by BioLine or its subcontractors,
on the one hand, and BGN or BGU, on the other hand, shall be jointly owned by
BGN and BioLine and, during the term of this Agreement shall be exclusively
licensed to BioLine on the terms set forth herein. Subsequent to termination of
this Agreement, neither party will have any right to commercialize, utilize,
exploit and/or license such jointly owned inventions without the express written
permission of the other party, which will not be unreasonably withheld. The
foregoing is subject to any restrictions or terms applying to Grants, which
shall supercede these provisions.

     

    3.3 Determination. All
determinations of inventorship under this Agreement shall be made in accordance
with United States patent law. In case of dispute between BGN and BioLine in
respect of inventorship, a mutually acceptable independent patent counsel shall
make the determination of the inventor(s) by applying the standards contained in
United States patent law.


    
      
         


      

      
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    4. Patent Filing, Prosecution and
Maintenance.

     

    4.1 Filing. BioLine shall have
the first right to prepare, file, prosecute and maintain any patent applications
and patents, in respect of the Licensed Technology and/or any part thereof, and
at the BioLine's sole expense. BioLine shall provide BGN with copies of all
patent applications and BGN undertakes to cooperate in a timely manner with the
BioLine's efforts to register the patent, including by executing any documents
as may be required for such purpose.

     

    4.2 Consultation. BGN and
BioLine shall consult each other regarding the preparation, filing and
prosecution of all patent applications, and the maintenance of all patents,
included within the Licensed Patent Rights, including, without limitation, the
content, timing and jurisdiction of the filing of such patent applications and
their prosecution, and other details and overall global strategy pertaining to
the procurement and maintenance of the Licensed Patent Rights. All Licensed
Patent Rights shall be filed, prosecuted and maintained by the parties through a
law or patent attorney firm selected by BioLine, and subject to BGN's
approval.

     

    4.3 [***]

     

    4.4. Abandonment. Should
BioLine elect not to pursue the filing, prosecution or maintenance of a patent
application in any country, on any invention or claim included in the Licensed
Technology in any such country (an "Abandoned Country"), BioLine shall
provide BGN and the parties' outside patent counsel with prompt written notice
of such election. Upon written receipt of such notice by BGN, BioLine shall be
released from any obligation with respect to such Abandoned Country in
conjunction with such Patent Rights. [***]

     

    4.5 No Warranty. Nothing
contained herein shall be deemed to be a warranty by any of the parties that
they can or will be able to obtain patents on patent applications included in
the Licensed Patent Rights, or that any of the Licensed Patent Rights will
afford adequate or commercially worthwhile protection.

     

    
      
        

      

    

     

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

     

    
      
         


      

      
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    5.
Sublicenses

     

    5.1 Right to Grant
Sublicenses. Subject to the terms and conditions of this Section 5
BioLine shall be entitled to grant sublicenses or other rights to third parties
under the License. Such sublicenses shall be made for consideration and in arm's
length transactions.

     

    5.2 Sublicense Agreements.
Sublicenses shall only be granted pursuant to written agreements, which shall be
in compliance and not inconsistent with the terms and conditions of this
Agreement.

     

    5.2.1 BioLine shall inform BGN
of any negotiations to grant a sublicense to a third party and provide BGN with
the proposed form of sublicense agreement prior to its execution, for BGN's
approval. BGN shall have the right to withhold its approval for any proposed
sublicensing agreement solely to the extent that it reasonably determines that
(a) the proposed sublicensing agreement does not comply in any substantive
manner with the provisions of this Section 5; or (b) execution and performance
of the proposed sublicense agreement will jeopardize or expose to
non-prosecutable infringement BGN's proprietary rights in the Licensed
Technology. In such case BGN shall provide written notice to BioLine within
three business days of receipt of the proposed sublicense agreement, detailing
the grounds for withholding its approval in accordance with
this  Section 5.2.1.  In the event that BGN does not provide
such a written notice within said three business days, it will be deemed for all
purposes to have approved the proposed sublicense agreement.

     

    5.2.2 Each such sublicense
agreement shall contain inter
alia, provisions necessary to ensure BioLine's ability to perform its
obligations under this Agreement, including with respect to reporting
requirements and audit rights.

     

    5.2.3 In the event of
termination of the License , any existing agreements that contain a sublicense
of, or other grant of right with respect to, Licensed Technology shall terminate
to the extent of such sublicense or other grant of right; provided, however,
that, for each Sublicensee, upon termination of the sublicense agreement with
such Sublicensee, if Sublicensee is not then in breach of such sublicense
agreement with BioLine such that BioLine would have the right to terminate such
sublicense, BGN shall be obligated, at the request of such Sublicensee, to enter
into a new agreement with such Sublicensee on substantially the same terms as
those contained in such sublicense agreement, and provided further that such
terms shall be amended, if necessary, to the extent required to ensure that such
sublicense agreement does not impose any obligations or liabilities on BGN which
are not included in this Agreement.

     

    5.2.4 A Sublicensee shall be
entitled to sublicense its rights under a sublicense agreement, and so forth
through a chain of sublicenses, provided that each such sublicense shall be
subject to execution of a written agreement consistent with the terms of this
Section 5 (other than Section 5.2.1 above), and shall be made for consideration
and at arm's length transactions. To avoid doubt, BGN's approval will not be
required in any such instance.


    
      
         


      

      
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    5.3 Delivery of Sublicense Agreement.
BioLine shall furnish BGN with a fully executed copy of any such
sublicense agreement promptly after its execution, and shall ensure that any
Sublicensee who further sublicenses its rights furnishes BGN with a fully
executed copy of any such sublicense agreement promptly after its
execution.

     

    5.4 Contractors. BioLine shall
have the right to utilize third party contractors in connection with BioLine's
activities in exploiting the License. Provided that such contractors perform
activities on BioLine's behalf, the provisions of this Section shall not apply
with respect to such contractors. Sublicenses to Affiliates and third party
contractors of BioLine shall not be considered Sub-Licenses under this
Agreement, provided however,
that such Affiliates and contractors shall act under the strict control,
supervision and responsibility of BioLine. BioLine hereby agrees and undertakes
that it shall remain solely responsible towards BGN for all acts and omissions
performed, or omitted, by any such contractor (" the Acts"), relating to
BioLine's undertakings under this Agreement, and that, for all purposes, it
shall be considered as if the said Acts were performed, or omitted, by BioLine.
BioLine hereby specifically renounces any argument and/or claim, that any
undertaking and/or statement it has given under this Agreement, has no effect
since it has no control of acts and/or omissions of any such
contractor.

     

    6.
Development and Information Exchange.

     

    6.1 Diligence. BioLine shall
use all Commercially Reasonable Efforts, and/or shall cause its Affiliates
and/or Sublicensees to use their Commercially Reasonable Efforts to develop
Licensed Products in accordance with the applicable Development Plan during the
periods and within the timetable specified therein. Without limiting the
foregoing, BioLine and/or its Affiliates and/or Sublicensees shall meet the
Milestones set forth in Exhibit D hereto.

     

    6.2 Modifications. BioLine
shall be entitled, from time to time, to make such adjustments to the then
applicable Development Plan as BioLine believes, in its good faith judgment, are
needed in order to improve BioLine's ability to meet the
Milestones.

     

    6.2A Development Plan Reporting and
Approval. BioLine hereby undertakes to provide BGN with an updated
Development Plan at least once a year, no later then 30 (thirty) days following
the beginning of each calendar year.

     

    6.3 Failure. If BioLine fails
to achieve a Milestone by its designated performance date ("Failure"), unless and to the
extent a delay in achievement of a Milestone is necessitated by a Regulatory
Agency or by an event beyond the control of BioLine, BGN may notify BioLine in
writing of BioLine's Failure and shall allow BioLine [***] to cure such
failure. BioLine's failure to cure such failure to BGN's reasonable satisfaction
within such [***] period shall constitute a material breach of this Agreement
and BGN shall have the right to terminate this Agreement.

     

    
      
        

      

    

     

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

    

      
        
           


        

        
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    6.4 Steering Committee, Consultation and Progress Reports.
The parties shall establish a steering committee (the "Committee") to
oversee the exercise of the License. Each party shall be entitled to designate
one representative to the Committee (the "Representative"), which shall meet at
least once every six (6) months. The Representatives shall be bound by the
confidentiality arrangements set out in this Agreement. BioLine agrees to
consult with BGN, via the BGN Representative, in respect of significant
decisions related to the exercise of the License. BioLine shall (i) provide BGN
via BGN's Representative with periodic reports not less than once per every six
(6) months concerning all material activities undertaken in respect of the
exercise of the License, and (ii) keep BGN fully informed via BGN's
Representative on a current basis concerning all material activities undertaken
in respect of the exercise of the License.

     

    6.5 Research Employees and
Consultants. BioLine hereby undertakes that any and all research activity
that BioLine may wish to have performed in connection with the Licensed
Technology that entails the services of BGU's employees including, without
limitation, any employee, who has been employed or engaged by BGU shall be
contracted though and provided solely and exclusively via BGN on such terms and
conditions as shall be agreed upon by BGN and BioLine. For the avoidance of any
doubt, BioLine hereby undertakes not to solicit, engage as subcontractor or
agent, or employ, directly or indirectly, any of BGU's employees and/or
consultant and/or service providers, other than in terms and conditions of this
section 6.5.

     

    7. Consideration for Grant of License
. In consideration of the License, BioLine shall pay BGN the following
fees and payments:

     

    7.1 Initial and First Year Payments
. BioLine shall reimburse BGN for expenses incurred by BGN to date in
connection with the Licensed Technology by payment of an initial fee of [***], within
fourteen (14) days of the Effective Date. For the avoidance of doubt it is
hereby clarified that such an amount is an amount agreed upon by the parties and
BGN shall not be required to justify such an amount in any manner, inter alia, to present
receipts.

     

    7.2  In addition,
BioLine shall pay BGN additional fees of [***] on each of the following dates:
March 31 2005, September 30, 2005, and December 31, 2005 (for a total of
[***]).

     

    7.2 Annual License Fee. As of
December 31, 2005 and on subsequent anniversaries thereof, BioLine shall pay BGN
an annual fee of thirty thousand U.S. dollars ($30,000) as an annual maintenance
fee for the license. Such annual fee will cease to be payable once BGN has
received cumulative Payments on Sublicense Consideration and/or BioLine
Royalties equal to or exceeding [***] in any calendar year.

      

    
      

    

     

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

     

    
      
         


      

      
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    7.3 Milestone Payment. In
addition, BioLine shall pay BGN a one-time milestone payment of [***] (the "Milestone Payment"), within
fourteen (14) days of upon the earlier of the occurrence of either of the
following: [***]

     

    7.4
Payments on Sublicensing Consideration and BioLine Royalty Payments

     

    7.4.1 BioLine shall pay BGN an
amount equal to twenty-eight percent (28%) of any and all Sublicense
Consideration ("Payments on Sublicense
Consideration"). To avoid doubt, Payments on Sublicense Consideration
shall not be payable with respect to an M&A transaction in which all or
substantially all of BioLine's assets or share capital are acquired by a third
party.

     

    7.4.2 [***]

     

    7.5 BioLine Royalties In
addition to the amounts set forth in Sections 7.1, through 7.4 above, in the
event that BioLine will actually manufacture and/or sell Licensed Products under
the License, BioLine will pay to BGN [***] of BioLine's
and/or its Affiliates' Net Sales ("BioLine Royalty Payments").
Such amounts shall be payable, on a Licensed Product-by-Licensed Product and
country-by-country basis, during the period in which a valid patent on the
Licensed Technology underlying a product or service generating Net Sales in a
given country remains in force in such country. To avoid doubt, in the event
that BioLine continues sell products or services in any country based upon the
Licensed Patent Rights with respect to which no patent remains in force as a
result of abandoned pursuant to Section 4.4, BioLine Royalty Payments will nonetheless be payable with
respect to such sales.

     

    7.6 Permitted Deductions;
Third-Party Royalties. In the event that BioLine or an Affiliate of BioLine is
legally required to make royalty payments to one or more third parties to obtain
a Third Party License from such third party(ies) in order to practice the
Licensed Technology in a particular country, BioLine may offset such third-party
payments against the BioLine Royalty Payments that are due to BGN pursuant to
Section 7.5 with respect to sales in such country.

      

    
      

    

     

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

     

    
      
         


      

      
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    7.7 Multiple Sublicenses. In the event that
BioLine will seek to sublicense rights under the License to a third party
together with technologies unrelated to the Licensed Technology (a "Multiple Sublicense"), and
BGN believes that the fact that the Licensed Technology is being sublicensed in
the context of the Multiple Sublicense will substantially reduce the
remuneration receivable by the BGN with respect to the sublicense of the
Licensed Technology, the parties shall seek an independent evaluation
("Arbitration") by a mutually agreed upon third party ("the Arbitrator"), whose
decision will be limited solely to determination of the independent valuation of
the License, and the economic effect of the sublicensing of the License in the
context of the proposed Multiple Sublicense, and will be binding on the parties.
In the event that the parties do not agree on the identity of the Arbitrator
within 30 (thirty) days, or any other period agreed upon in writing by both
parties, from the date in which a written request for Arbitration was sent by at
least one party to the other party, the Arbitrator shall be nominated by the
head of Kost Forer, Gabbay and Kasirer's (Ernst &Young Israel) Life Science
Department.

     

    7.8 Government Programs.
BioLine may submit applications for Grants, and BGN undertakes to provide all
necessary assistance to
BioLine, in a timely manner, with respect to any such applications and in order
to ensure BioLine's compliance with the terms and conditions of any Grants or
benefits under Government Programs. Any (i) costs incurred in respect of
obtaining Grants, and (ii) financial obligations assumed in respect thereof
(such as, for example, repayment of the principal of a Grant, interest payments
or royalties in respect thereof) shall be solely for the account of BioLine. The
parties acknowledge that BioLine's obligations hereunder shall be subject to the
terms of any applicable Grant, including without limitation, and if applicable
any consents or approvals required pursuant to the Law for the Encouragement of
Research and Development in Industry (1984) and related regulations. To avoid
doubt, BioLine shall be entitled to execute any such documents, make any such
representations and perform any such actions as may be necessary or desirable to
fulfill its obligations and exercise its rights under any Government Program,
and nothing in this Agreement shall be construed as restricting in any manner
its ability to comply with the terms of any Government
Program.
 

    
      
         


      

      
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    8. Reports ; Payments ; Records.

     

    8.1 Reports and Payments.

     

    8.1.1 Reports. Within [***] after the
conclusion of each Calendar Quarter commencing with the first Calendar Quarter
in which BioLine or an Affiliate of BioLine first receives consideration from
Net Sales and/or Sublicense Consideration, BioLine shall deliver to BGN a report
containing the following information:

     

    (a) the number of units of Licensed
Products sold by BioLine and its Affiliates in each country for the applicable
Calendar Quarter;

     

    (b) the gross amount billed for the
Licensed Product sold by BioLine and its Affiliates in each country during the
applicable Calendar Quarter;

     

    (c) a calculation of Net Sales for the
applicable Calendar Quarter in each country, including a listing of applicable
deductions;

     

    (d) the amount of Sublicense
Consideration received by BioLine and/or Affiliates for the applicable Calendar
Quarter; and

     

    (e) the total amount payable to BGN in
U.S. dollars for the applicable Calendar Quarter, together with exchange rates
used for conversion, if any. The report shall state if no amounts are due to BGN
for any Calendar Quarter.

     

    8.1.2 Payment. Concurrent with
the delivery of each report delivered pursuant to Section 8.1.1, BioLine shall
remit to BGN all amounts due to BGN for the applicable Calendar Quarter. All
payments due under this Agreement shall be payable in the currency in which they
were received. Any and all payments shall be performed by BioLine no later then
[***] days following receipt of relevant payments by BioLine.

     

    8.2 Records and Audit. BioLine
shall maintain, and shall cause its Affiliates to maintain, complete and
accurate records of Licensed Products that are made, used, marketed or sold
under this Agreement, any amounts payable to BGN in relation to such Licensed
Products and all Sublicense Consideration received by BioLine and its
Affiliates, which records shall contain sufficient information to permit BGN to
confirm the accuracy of any reports or notifications delivered to BGN under
Section 8.1. The relevant party shall retain such records relating to a given
Calendar Quarter for at least three (3) years after the conclusion of that
Calendar Quarter. During such three (3) year period, BGN shall have the right,
at BGN's expense, to cause an independent, certified public accountant, who is
bound by a suitable confidentiality arrangement with BioLine, to inspect
BioLine's and the relevant Affiliates' relevant records during normal business
hours for the sole purpose of verifying any reports and payments delivered under
this Agreement. Such accountant shall not disclose to BGN or any third party any
information gained during the course of such inspection that does not directly
relate to the accuracy of reports and payments delivered under this Agreement.
The parties shall reconcile any underpayment or overpayment within thirty (30)
days after the accountant delivers the results of the audit. BGN may exercise
its rights under this Section 8.2 only once every year per audited party and
only with reasonable prior notice to the audited party. BioLine shall cause its
Affiliates to fully comply with the terms of this Section 8.2.

      

    
      

    

     

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

     

    
      
         


      

      
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    8.3 Payment Method. Each
payment due to BGN under this Agreement shall be made by wire transfer of funds
to BGN accounts in accordance with written instructions provided by
BGN.

     

    8.4 Withholding and Similar
Taxes. If applicable laws require
that taxes be withheld from any amounts due to BGN under this Agreement, BioLine
shall (a) deduct these taxes from the remittable amount, (b) pay the taxes to
the proper tax authority, and (c) promptly deliver to BGN a statement including
the amount of tax withheld and justification therefore, and such other
information as may be necessary for tax credit purposes. Each party agrees to
assist the other party in claiming exemption from such deductions or
withholdings under any double taxation or similar agreement or treaty from time
to time in force.

     

    9.
Confidential Information

     

    9.1 Confidentiality.

     

    9.1.1 BGN Confidential
Information. BioLine agrees that, without the prior written consent of
BGN, in each case, during the term of this Agreement, and for five (5) years
thereafter, it will keep confidential, and not disclose or use BGN Confidential
Information (as defined below) other than for the purposes of this Agreement or
as detailed below. BioLine shall treat such BGN Confidential Information with
the same degree of confidentiality as it keeps its own confidential information,
but in all events no less than a reasonable degree of confidentiality. BioLine
may disclose the BGN Confidential Information only to employees, consultants or
researchers of BioLine or of its Affiliates who have a "need to know" such
information in order to enable BioLine to exercise its rights or fulfill its
obligations under this Agreement and provided such parties are legally bound by
agreements which impose confidentiality and non-use obligations comparable to
those set forth in this Agreement. For purposes of this Agreement, "BGN
Confidential Information" means any scientific, technical, trade or business
information relating to the subject matter of this Agreement designated as
confidential or which otherwise should reasonably be construed under the
circumstances as being confidential disclosed by or on behalf of BGN, or any of
its employees, consultants or researchers to BioLine, whether in oral, written,
graphic or machinereadable form, except to the extent such information: (i) was
known to BioLine at the time it was disclosed, other than by previous disclosure
by or on behalf of BGN or any of its employees, consultants or researchers, as
evidenced by BioLine's written records at the time of disclosure; (ii) is at the
time of disclosure or later becomes publicly known under circumstances involving
no breach of this Agreement; (iii) is lawfully and in good faith made available
to BioLine by a third party who is not subject to obligations of confidentiality
to BGN with respect to such information; (iv) is independently developed by
BioLine without the use of or reference to BGN Confidential Information, as
demonstrated by documentary evidence, or (v) is disclosed pursuant to a court or
administrative order, provided however that BioLine will first notify BGN of any
such order and afford BGN the opportunity to seek a protective order relating to
such disclosure.

     

    
      
        
        

      

      
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    Notwithstanding anything to the
contrary in this Section 9.1.1, BioLine may disclose BGN Confidential
Information to actual and potential business partners, collaborators, investors,
contractors, service providers and consultants, provided, in each case, that
such recipient of Confidential Information first enters into a legally binding
agreement with BioLine which imposes confidentiality and non-use obligations
with respect to Confidential Information comparable to those set forth in this
Agreement for a period of at least five (5) from the date of disclosure of BGN
Confidential Information to such recipient.

     

    9.1.2 BioLine Confidential
Information. BGN agrees that, without the prior written consent of
BioLine, in each case, during the term of this Agreement, and for five (5) years
thereafter, it will keep confidential, and not disclose or use BioLine
Confidential Information (as defined below) other than for the purposes of this
Agreement. BGN shall treat such BioLine Confidential Information with the same
degree of confidentiality as it keeps its own confidential information, but in
all events no less than a reasonable degree of confidentiality. BGN may disclose
the BioLine Confidential Information only to employees, consultants or
researchers of BGN or its Affiliates who have a "need to know" such information
in order to enable BGN to exercise its rights or fulfill its obligations under
this Agreement and provided such parties are legally bound by agreements which
impose confidentiality and non-use obligations comparable to those set forth in
this Agreement. For purposes of this Agreement, "BioLine Confidential
Information" means any scientific, technical, trade or business information
relating to the subject matter of this Agreement designated as confidential or
which otherwise should reasonably be construed under the circumstances as being
confidential disclosed by or on behalf of BioLine whether in oral, written, graphic or
machine-readable form, except to the extent such information: (i) was known to
BGN at the time it was disclosed, other than by previous disclosure by or on
behalf of BioLine as evidenced by BGN's written records at the time of
disclosure; (ii) is at the time of disclosure or later becomes publicly known
under circumstances involving no breach of this Agreement; (iii) is lawfully and
in good faith made available to BGN by a third party who is not subject to
obligations of confidentiality to BioLine with respect to such information; (iv)
is independently developed by BGN without the use of or reference to the BioLine
Confidential Information, as demonstrated by documentary evidence; or (v) is
disclosed pursuant to a court or administrative order, provided however that BGN
will first notify BioLine of any such order and afford BioLine the opportunity
to seek a protective order relating to such disclosure.

     

    
      
         


      

      
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    9.2 Disclosure of Agreement.
Each party may disclose the terms of this Agreement to the extent required, in
the reasonable opinion of such party's legal counsel, to comply with applicable
laws, as well as to sublicensees and prospective and current investors, pursuant
to appropriate non-disclosure arrangements . If a party discloses this Agreement
or any of the terms hereof in accordance with this Section 9.2, such party
agrees, at its own expense , to seek confidential treatment of portions of this
Agreement or such terms, as may be reasonably requested by the other
party.

     

    9.3 Publicity. Except as
expressly permitted under Section 9.2, no party will make, directly or
indirectly, any announcement, publication, presentation or similar disclosure ,
regarding this Agreement or the Licensed Technology without the prior approval
of the other party.

     

    10.
Patent Infringement.

     

    10.1 Enforcement of Patent
Rights.

     

    10.1.1 Notice. In the event
any party becomes aware of any possible or actual infringement or unauthorized
possession, knowledge or use of any Licensed Patent Rights (collectively, an
"Infringement'), that party shall promptly notify the other party and provide it
with details regarding such Infringement.

     

    10.1.2 Suit by BioLine.
BioLine shall have the right, but not the obligation, to take action in the
prosecution, prevention, or termination of any Infringement of Licensed Patent
Rights. Should BioLine elect to bring suit against an infringer and BGN is
joined as party plaintiff in any such suit, BGN shall have the right to approve
the counsel selected by BioLine to represent BioLine and BGN, such approval not
to be unreasonably withheld. The expenses of such suit or suits that BioLine
elects to bring, including any expenses of BGN incurred in conjunction with the
prosecution of such suits or the settlement thereof, shall be paid for entirely
by BioLine and BioLine shall hold BGN free, clear and harmless from and against
any and all costs of such litigation, including reasonable attorney's fees.
BioLine shall not compromise or settle such litigation without the prior written
consent of BGN, which consent shall not be unreasonably withheld or delayed. In
the event BioLine exercises its right to sue pursuant to this Section 10.1.2, it
shall first reimburse itself out of any sums recovered in such suit or in
settlement thereof for all costs and expenses of every kind and character,
including reasonable attorney's fees, necessarily involved in the prosecution of
any such suit. If, after such reimbursement, any funds shall remain from said
recovery, then BGN shall receive an amount equal to [***] of such funds
and the remaining [***] of such funds shall be retained by BioLine.

      
  

    
      
  

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

    


    
      
         


      

      
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    10.1.3 Suit by BGN. If BioLine
does not take action in the prosecution, prevention, or termination of any
Infringement pursuant to Section 10.1.2 above, and has not commenced
negotiations with the infringing party for the discontinuance of said
Infringement, within sixty (60) days after receipt of notice to BioLine by BGN
of the existence of an Infringement, BGN may elect to do so. If BGN elects to
bring suit against an infringing party and BioLine is joined as party plaintiff
in any such suit, BioLine shall have the right to approve the counsel selected
by BGN to represent BGN and BioLine, such approval not to be unreasonably
withheld. The expenses of such suit or suits that BGN elect to bring, including
any expenses of BioLine incurred in conjunction with the prosecution of such
suits or the settlement thereof, shall be paid
for entirely by BGN and BGN shall hold BioLine free, clear and harmless from and
against any and all costs of such litigation, including reasonable attorney's
fees. BGN shall not compromise or settle such litigation without the prior
written consent of BioLine, which consent shall not be unreasonably withheld or
delayed. In the event BGN exercise their right to sue pursuant to this Section
10.1.3, they shall first reimburse themselves out of any sums recovered in such
suit or in settlement thereof for all costs and expenses of every kind and
character, including reasonable attorney's fees, necessarily involved in the
prosecution of any such suit. If, after such reimbursement, any funds shall
remain from said recovery, then BioLine shall receive an amount equal to [***] of such funds
and the remaining [***] of such funds shall be retained by BGN.

     

    10.1.4 Own Counsel. Each party
shall always have the right to be represented by counsel of its own selection
and at its own expense in any suit instituted under this Section 10 for
Infringement.

     

    10.1.5 Cooperation. Each party
agrees to cooperate fully in any action under this Section 10 which is
controlled by another party, provided that the controlling party reimburses the
cooperating party promptly for any costs and expenses incurred by the
cooperating party in connection with providing such assistance.

     

    10.1.6 Standing. If a party
lacks standing and another party has standing to bring any such suit, action or
proceeding, then such other party shall do so at the request of and at the
expense of the requesting party. If a party determines that it is necessary or
desirable for another party to join any such suit, action or proceeding, the
other party shall execute all papers and perform such other acts as may be
reasonably required in the circumstances.

     

    10.1.7 Delegation. BioLine may
delegate the performance of its obligations under this Section 10.1 to
Subticensees.

     

    10.2 Legal Action Against a
Party. Each Party will provide the others with prompt notice of any
action, suit or
proceeding brought against it, alleging the infringement of the intellectual
property rights of a third party by reason of the discovery, development,
manufacture, use, sale, importation, or offer for sale of a Licensed Product or
otherwise due to the use or practice of the Licensed Technology.

    
    

    
      
  

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


    
      
         


      

      
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    11.
Warranties; Limitation of Liability.

     

    11.1 Representations and
Warranties. BGN hereby represents and warrants that (i) to its best
knowledge BGU is the sole owner of the Licensed Patent Rights; (ii) it has not
granted any rights in or to Licensed Technology which are inconsistent with the rights granted
to BioLine under this Agreement; (iii) it has full right and authority to grant
the License granted under this Agreement; (iv) it will not transfer, assign,
encumber, grant, sell, lease or otherwise dispose of the Licensed Technology
other than as may be expressly permitted herein; and (v) it has no knowledge as
of the date hereof of any legal suit or proceeding by a third party against BGN
and/or BGU contesting the ownership or validity of the Licensed Patent Rights,
or claiming that the practice of the Licensed Patent Rights in the manner
contemplated by this Agreement would infringe the rights of such third
party.

     

    11.2 No Warranty. Except as
otherwise expressly provided in this Agreement, no party makes any warranty with
respect to any technology, patents, goods, services, rights or other subject
matter of this Agreement and hereby disclaims warranties of merchantability,
fitness for a particular purpose and non-infringement with respect to any and
all of the foregoing.

     

    11.3 Limitation of Liability.
Notwithstanding anything else in this Agreement or otherwise, neither BGN nor
BioLine will be liable to the other with respect to any subject matter of this
Agreement under any contract, negligence, strict liability or other legal or
equitable theory for (i) any indirect, incidental, consequential or punitive
damages or lost profits, and (ii) the cost of procurement of substitute goods,
technology or services.

     

    12.
Indemnification.

     

    12.1 Indemnity. BioLine shall
indemnify, defend, and hold harmless BGN and its respective directors, officers,
employees, and agents and their respective successors, heirs and assigns (the
"BGN Indemnitees "), from and against any liability, damage, loss, or expense
(including reasonable attorney's fees and expenses of litigation) incurred by or
imposed upon any of the BGN Indemnitees in connection with any claims, suits,
actions, demands or judgments (" Claims") concerning the use of any Licensed
Technology by BioLine, or any of its Affiliates or Sublicensees, or concerning
any product, process, or service that is made, used, or sold pursuant to any
right or license granted by BGN to BioLine under this Agreement (except in cases
where, and to the extent that, such claims, suits, actions, demands or judgments
result from gross negligence or willful misconduct on the part of any of the BGN
Indemnitees).

     

    12.2 Conditions for
Indemnification. BioLine undertakings under Section 12.1 above shall be
subject to: (a) receipt of prompt written notice of any Claim by a BGN
lndemnitee, (b) the cooperation of BGN and the BGN Indemnitee(s) regarding the
response to and the defense of any such Claim, and (c) BioLine's right to assume
the defense or represent the interests of the BGN lndemnitee in respect of such
Claim, that shall include the right to select and direct legal counsel and other consultants to
appear in proceedings on behalf of the BGN Indemnitee and to propose, accept or
reject offers of settlement, all at its sole cost; provided however, that no
such settlement shall be made without the written consent of the BGN Indemnitee,
such consent not to be unreasonably withheld. Nothing herein shall prevent the
BGN Indemnitee from retaining its own counsel and participating in its own
defense at its own cost and expense.


    
      
         


      

      
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    12.3 Insurance. BioLine shall
maintain insurance
that is reasonably adequate to fulfill any potential obligation to the BGN
Indemnitees consistent with industry standards.  BioLine shall provide
BGN, upon request, with written evidence of such insurance.

     

    13.
Term and Termination.

     

    13.1 Term. The term of this
Agreement shall commence on the Effective Date and, unless earlier terminated as
provided in this Section 13, shall continue in full force and effect on until
the expiration of all payment obligations pursuant to Section 7 for such
Licensed Product, and as.

     

    13.2 Effect of Expiration.
Following the expiration of the last valid patent on the Licensed Technology
underlying a product or service generating Net Sales in a given country, on a
country-by-country basis, (a) BioLine shall have a fully-paid up, nonexclusive,
worldwide license (with the right to grant sublicenses) under the BGN Technology
in such country solely to develop, have developed, manufacture, have
manufactured, use, market, offer for sale, sell, have sold, import, export,
otherwise transfer physical possession- of or otherwise transfer title to
Licensed Products; and (b) BGN shall be free to use the Licensed Technology in
such country to develop, make and have made, use, offer to sell, sell, have
sold, import, export, otherwise transfer physical possession of or otherwise
transfer title to Licensed Products and to grant others licenses under the
Licensed Technology to do the same. To avoid doubt, to the extent that BioLine
continues to receive Sublicense Consideration following such expiration, BGN
shall continue to be entitled to receive Payments on Sublicense Consideration
with respect thereto, notwithstanding the foregoing.

     

    13.3 Termination.

     

    13.3.1 Termination By BioLine.
BioLine may terminate this Agreement within the first two years of the term of
the Agreement, with sixty (60) days prior written notice to BGN, for commercial,
economic, scientific or technological reasons, as it shall determine at its
sole and absolute
discretion. After such initial two year period, BioLine may terminate this
Agreement without cause with sixty (60) days prior written notice to
BGN.

     

    13.3.2 Termination for
Default.

     

    13.3.2.1 In the event that
BioLine commits a material breach of its obligations under this Agreement and
fails to cure that breach within sixty (60) days after receiving written notice
thereof from BGN, BGN may terminate this Agreement immediately upon written
notice to BioLine. In the event that BGN commits a material breach of its
obligations under this Agreement and fails to cure that breach. within sixty
(60) days after receiving written notice thereof from BioLine, BioLine may
terminate this Agreement immediately upon written notice to BGN. Notwithstanding
the foregoing, in the event that any breach is not susceptible of cure within
the stated period and the breaching party uses diligent good faith efforts to
cure such breach, the stated period will be extended by an additional thirty
(30) days.


    
      
         


      

      
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    13.3.2.2 In the event of an
uncured material breach by any party as
described in the foregoing paragraph, the other party may elect not to terminate
this Agreement but, instead, to sue the breaching party for damages arising from
such breach.

     

    13.3.3
Bankruptcy.

     

    13.3.3.1 Either BioLine or BGN
may terminate this Agreement upon notice to the other if the other party becomes
insolvent, is adjudged bankrupt, applies for judicial or extra-judicial
settlement with its creditors, makes an assignment for the benefit of its
creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the
like) in bankruptcy appointed by reason of its insolvency, or in the event an
involuntary bankruptcy action is filed against the other party and not dismissed
within ninety (90) days, or if the other party becomes the subject of
liquidation or dissolution proceedings or otherwise discontinues
business.

     

    13.3.3.2 Notwithstanding the
foregoing, in the event a receiver or trustee (or the like) is appointed or
BioLine has entered into a settlement with its creditors and BioLine is
otherwise meeting its obligations pursuant to this Agreement, BGN shall not be
entitled to terminate this Agreement as contemplated under Section 13.3.3.1
during such period.

     

    13.4 Effect of Termination.

     

    13.4.1 Termination of Rights.
Upon termination by BioLine pursuant to Sections 13.3.1, 13.3.2 or 13.3.3 hereof
or by BGN pursuant to Sections 13.3.2 or 13.3.3 hereof (except in the
circumstances set out in Section 13.3.3.2): (a) the rights and licenses granted
to BioLine under Section 2 shall terminate; (b) all rights in and to the
Licensed Technology shall revert to BGN and BioLine shall not be entitled to
make any further use whatsoever of the BGN Technology nor shall BioLine develop,
make, have made, use, offer to sell, sell, have sold, import, export, otherwise
transfer physical possession of or otherwise transfer title to Licensed Products
developed in whole or in part under the rights granted hereunder; and (c) any
existing agreements that contain a sublicense of the Licensed Technology shall
terminate to the extent of such sublicense provided however, that, for each
Sublicensee, upon termination of the sublicense agreement with such Sublicensee,
BGN shall be obligated, at the request of such Sublicensee, to enter into a new
license agreement with such Sublicensee on substantially the same terms as those
contained in such sublicense agreement, provided that such terms shall be
amended, if necessary, to the extent required to ensure that such sublicense
agreement does not impose any obligations or liabilities on BGN which are not
included in this Agreement.

     

    13.4.2 Accruing Obligations.
Termination of this Agreement shall not relieve the parties of obligations
occurring prior to such termination, including obligations to pay amounts
accruing hereunder up to the date of termination.

     

    13.5 Survival. The parties'
respective rights, obligations and duties under Sections 3, 9, 11.4 and 14, as
well as any rights, obligations and duties which by
their nature extend beyond the expiration or termination of this Agreement,
shall survive any expiration or termination of this Agreement.


    
      
         


      

      
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    14.
Miscellaneous.

     

    14.1 Entire Agreement. This
Agreement is the sole agreement with respect to the subject matter hereof and
except as expressly set forth herein, supersedes all other agreements and
understandings between the parties with respect to same.

     

    14.2 Publicity Restrictions.
Subject to Section 9.3, BioLine and its Affiliates and Sublicensees shall not
use the name of BGN or any of its directors, officers, employees, or agents, or
any adaptation of such names, in any promotional material or other public
announcement or disclosure relating to the subject matter of this Agreement or
in connection with the marketing or sale of any Licensed Products, without the
prior written consent of BGN. Subject to Section 9.3, BGN and its Affiliates
shall not use the name of BioLine and its Affiliates and Sublicensees or any of
their employees, directors, stockholders and/or representatives or any
adaptation of such names, in any promotional material or other public
announcement or disclosure relating to the subject matter of this Agreement,
without the prior written consent of BioLine.

     

    14.3 Notices. Unless otherwise
specifically provided, all notices required or permitted by this Agreement shall
be in writing and may be delivered personally, or may be sent by facsimile or
certified mail, return receipt requested, to the following addresses, unless the
parties are subsequently notified of any change of address in accordance with
this Section 14.3:

     

    If to
BioLine: BioLine Innovations Jerusalem L.P

    19 Hartum
Street

    P.O. Box
45158

    Jerusalem
91450

    Israel

    Attention:
CEO and VP Finance

    Fax:
972-2-548-9101

    


    With a
copy (which Yigal Arnon & Co., Law Offices

    shall not
constitute 22 Rivlin Street

    notice)
to: Jerusalem, 94263

    Israel

    Attention:
Barry Levenfeld

    Fax:
972-2-623-9236

    


    If to
BGN: B.G.Negcv Technologies and Applications Ltd.

    1,
Henrietta Sold street

    P.O.Box
653

    Beer-Sheva,
84105

    Israel


    
      
         


      

      
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    Attn: Ora
Horovitz

    Fax:
972-8-6276420

    With a
copy (which

    Bach,
Arad, Sharf and Co.

    shall not
constitute 2 Hashalom Rd.

    notice)
to: Tel-Aviv

    Israel

    Attention:
Adv. Eytan Liraz

    Fax:
972-3-5625304

     

    Any notice shall be deemed to have been
received as follows: (i) by personal delivery, upon receipt; (ii) by facsimile,
one business day after transmission or dispatch; (iii) by airmail, three (3)
business days after delivery to the postal authorities by the party serving notice. If notice is
sent by facsimile, a confirming copy of the same shall be sent by mail to the
same address.

     

    14.4 Governing Law and
Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Israel, without regard to the
application of principles of conflicts of law, except for matters of patent law,
which, other than for matters of inventorship on patents, shall be governed by
the patent laws of the relevant country of the patent. The parties hereby
consent to personal jurisdiction in Israel and agree that any lawsuit they file
to enforce their respective rights under this Agreement shall be brought in the
competent court in Tel Aviv, Israel. 

     

    14.5 Binding Effect. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective legal representatives, successors and permitted
assigns.

     

    14.6 Headings. Section and
subsection headings are inserted for convenience of reference only and do not
form a part of this Agreement.

     

    14.7 Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original.

     

    14.8 Amendment; Waiver. This Agreement may be amended,
modified, superseded or canceled, and any of the terms may be waived, only by a
written instrument executed by each party or, in the case of waiver, by the
party waiving compliance. The delay or failure of any party at any time or times
to require performance of any provisions hereof shall in no manner affect the
rights at a later time to enforce the same. No waiver by either party of any
condition or of the breach of any term contained in this Agreement, whether by
conduct, or otherwise, in any one or more instances, shall be deemed to be, or
considered as, a further or continuing waiver of any such condition or of the
breach of such term or any other term of this Agreement.


    
      
         


      

      
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    14.9 No Agency or Partnership.
Nothing contained in this Agreement shall give any party the right to bind
another, or be deemed to constitute either parties as agents for each other or
as partners with each other or any third party.

     

    14.10 Assignment and
Successors. This Agreement may not be assigned by either party without
the consent of the other party, which consent shall not be unreasonably withheld
or delayed; provided however, that each party (including its successors or
assigns) may, without such consent, assign this Agreement and the rights,
obligations and interests of such party, in whole or in part, to any of its
Affiliates, to any purchaser of all or substantially all of its assets or
research to which the subject matter of this Agreement relates, or to any
successor corporation resulting from any merger or consolidation of such party
with or into such corporation.

     

    14.11 Force Majeure. Neither
party will be responsible for delays resulting from causes beyond the reasonable
control of such party, including without limitation fire, explosion, flood, war,
strike, or riot, provided that the nonperforming party uses commercially
reasonable efforts to avoid or remove such causes of nonperformance and
continues performance under this Agreement with reasonable dispatch whenever
such causes are removed.

     

    14.12 Interpretation. The
parties hereto acknowledge and agree that: (i) each Party and its counsel
reviewed and negotiated the terms and provisions of this Agreement and have
contributed to its revision; (ii) the rule of construction to the effect that
any ambiguities are resolved against the drafting party shall not be employed in
the interpretation of this Agreement; and (iii) the terms and provisions of this
Agreement shall be construed fairly as to both parties hereto and not in favor
of or against either party, regardless of which party was generally responsible
for the preparation of this Agreement.

     

    14.13 Severability. If any
provision of this Agreement is or becomes invalid or is ruled invalid by any
court of competent jurisdiction or is deemed unenforceable, it is the intention
of the parties that the remainder of this Agreement shall not be
affected.

     

    14.14 Exhibits. The following
exhibits form an integral part of this Agreement:

     

    Exhibit A: Current
Invention

     

    Exhibit B: Development
Plan

     

    Exhibit C: Patent Rights

     

    Exhibit D: Milestones


    
      
         


      

      
        Page 22
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    IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.

     

    
      
        	
                B.G.
      Negev Technologies and

              	
                BioLine
      Innovations Jerusalem L.P.

              
	
                Applications
      Ltd.

              	 
      
	 
      	
                By
      its General Partner:

              
	 
      	
                BioLine
      Innovations Jerusalem Ltd.

              
	
                By:      
      /s/
      Moti Herskowitz   /s/ Netta Cohen

              	
                By:      
      /s/
      Morris Laster, /s/ Aharon Schwartz

              
	
                Name:
      Moti
      Herskowitz, Netta Cohen

              	
                Name:
      Morris
      Laster, Aharon Schwartz

              
	
                Title:  
      Director,
      CEO

              	
                Title:  
      Director
      , Director

              
	
                Date:  
      16/01/05

              	
                Date:  
      10/01/05

              


      

    

     

    I hereby
confirm that I have read and understood the Agreement, that its contents are
acceptable to me and that I will act in accordance with its terms.

     

    
      
        	
                Prof. Smadar
      Cohen

              
	
                By:     
      /s/
      Smadar Cohen

              
	
                Date : 22/01/05

              
	 
      
	
                Prof.
      Jonathan Leor

              
	
                By:    
      /s/ Jonathan
      Leor

              
	
                Date:
      22/01/05

              


      

    


    
      
         


      

      
        Page 23
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    Exhibit
A

     

    Current
Invention

     

    
      
        	
                Patent
      No.

              	
                Application

              	
                Invention

              


      

    

     

    [***]

      
  

    
      
  

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

    


    
      
         


      

      
        Page 24
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    Exhibit
B

     

    Development
Plan

     

    
      	
              ID

            	
              Task

              Name

            	
              Start

            	
              Finish

            	
              Cost

            	
              2005

            	
              2006

            	
              2007

            	
              2008

            	
              2009

            	
              2010

            


    

     

    [***]

    
         

    

    
      

    

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

    


    
      
         


      

      
        Page 25
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              ID

            	
              Task

              Name

            	
              Start

            	
              Finish

            	
              Cost

            	
              2005

            	
              2006

            	
              2007

            	
              2008

            	
              2009

            	
              2010

            


    

     

    [***]

        

    
      
  

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


    
      
         


      

      
        Page 26
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    Exhibit
C

     

    Patent
Rights

     

    Patent No.    Application    Invention

     

    
      [***]

    

      
 

      
        
  

    

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


    
      
         


      

      
        Page 27
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    Exhibit
D

     

    Milestones

     

    Milestone                         Date

     

    [***]

        

    
      
  

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

    


    
      
         


      

      
        Page 28
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