EXHIBIT
10.2

    January
8, 2004

    


    Dr. Moshe
Phillip

    51 Shimon
Ben Tsvi Street

    Givataim,
Israel

     

    Re:
Engagement
Offer

    


    We would
like to congratulate you on your offer to join the BioLineRx family and wish you
a fulfilling and productive work experience.

    


    Below
please find our offer for your employment with us. By signing this letter you
indicate your acceptance to the offer and thus turn this letter into a binding
employment contract between you and us (this "Agreement"). For purposes of
convenience, BioLineRx 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 in the position described in Exhibit
A. In such position you shall report regularly to, and be subject to the
direction and control of, the Company's CEO. 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 it, 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. The Company hereby declares its knowledge and acceptance of your
employment by third parties and your involvement in research and the academic
world (as listed in Exhibit
C attached and as amended from time to time in consultation with the
Company). The Company is aware that your other employment and activities may
impose limitations on your time in the Company's Jerusalem office, subject to
specifics outlined below and reflected in Exhibit A attached.

    


    2.     
      Employment. You will
be function as an employee of the Company and a member of its management
team.   You shall devote substantial time and attention to the
business of the Company taking into consideration the Company's interests and
your commitments to other parties and or activities as listed in Exhibit C and
as amended from time to time in consultation with the
Company.  Recognizing your other commitments, it has been agreed that
while you will make best efforts to be available to the Company as needed, your
minimum time on site at the Company's facilities in Jerusalem will be as listed
in Exhibit A, unless otherwise agreed by the Company or dictated by work
requirements (e.g., out of office meetings, travel, etc.).  The
Company confirms that except as required by specific high level meetings (e.g.,
Board of Directors) you will be unavailable to the Company on Wednesdays. 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.

    


    3.     
      Location. You shall
perform your duties hereunder at the Company's facilities in Israel agreed above
and as detailed in Exhibit A, but you understand and agree that your position
may involve significant domestic and international travel. In light of your
commitments to other parties and or activities, such travel shall require your
consent.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    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) to the best of your knowledge
do not require the consent of any person or entity. Where approvals are
required, you hereby warrant that such approvals shall be received in writing
and shared with the Company.  Further, with respect to any past
engagement you may have had with third parties and with respect to any
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 your 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.

    


    Term of
Employment

    5.    
       Term. Your employment
by the Company shall be deemed to have commenced on the date set forth in Exhibit
A (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 written notice (the “Notice Period”). The
employment relations shall be terminated immediately upon receiving such
notice

    


    7.            Termination for
Cause.  In the event of a termination for Cause by the Company
(as defined below), the Company may immediately terminate the employment
relationship effective as of the time of the notice of same.  “Cause by Company”, 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 Company and the
engaging by yourself in any prohibited business competitive to the business of
the Company; or (b) any willful failure to perform any of your fundamental
functions or duties hereunder, which was not cured within thirty (30) days after
receipt by you of written notice thereof, or (c) other cause justifying
termination or dismissal without severance payment under applicable
law.

               

    

    8.  
         Notice Period; End of
Relations.  You shall assist the Company with the integration
into the Company of the person who will assume your
responsibilities

    


    Covenants

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

    


    Salary; 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 set forth in Exhibit
A (the "Salary").
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 includes any and all
reimbursement of daily travel costs to which you are entitled under applicable
law, and any and all other payments to which you are entitled from the Company
hereunder and under any applicable law, regulation or agreement.  Your
Salary and other terms of employment may be reviewed and updated, from time to
time by the Company's management, at its discretion.  The Salary is to
be paid to you no later then the 5th day of
each calendar month after the month for which the Salary is paid after deduction
of applicable taxes and the like payments.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    11.   
      Insurance and Social
Benefits. The Company will insure you under an "Manager's Insurance
Scheme" to be selected by the Company in coordination with you; or if so
requested by you under your existing "Manager's Insurance Scheme" (the "Insurance Scheme") as follows:
(i) the Company will pay an amount equal to 5% of the Salary towards a fund for
life insurance and pension, and shall deduct 5% from the Salary and pay such
amount towards the Insurance Scheme for your benefit; (ii) the Company will pay
an amount of up to 2.5% of the Salary towards a fund for the event of loss of
working ability (Ovdan Kosher Avoda); and (iii) the Company will pay an amount
equal to 8 1/3% of the Salary towards a fund for severance compensation. It is
agreed that in case of termination of your employment under
any  circumstances other than For Cause by law, the Company shall have
released to you the Insurance scheme including that portion of the Insurance
Scheme paid towards a fund for severance compensation (sub-clause (iii) above),
and the same shall constitute as part of the severance compensation to which you
are entitled. The Company shall sign an automatic transfer deed waiving any
right to withhold or prevent the transfer of the ownership of the Insurance
Scheme to you other than for cause by law.

    The Company together with you will
maintain an advanced study fund (Keren Hishtalmut Fund) such that you and the
Company shall contribute to such fund an amount equal to 2.5% and 7.5%,
respectively. Your aforementioned contribution is to be transferred to such fund
by the Company from each monthly Salary payment. ..

    


    Additional
Benefits

    12.     
    Expenses. The Company
will reimburse you for pre approved by your superior, business expenses borne by
you, in accordance with the Company’s policies as determined by the Company from
time to time. 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.

    


    12.1
Professional Literature, Conferences. You shall be entitled to participate in
professional conferences and to purchase professional literature on the
Company's expense at with prior approval of Company management.

    13.   
      Vacation. You shall
be entitled to that number of vacation days per year as set forth in Exhibit
A, and the use of said vacation days will be coordinated with the
Company. In the event that the demands of your activities preclude or limit your
ability to actually use such vacation days in any year, you shall be entitled to
the balance of the unused vacation 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 time not taken
during such year.

    


    14.  
       Sick Leave; Recreation
Pay. You shall be entitled to sick leave and Recreation Pay (Dmei
Havra'a) pursuant to applicable law.

    


    15.  
       Options., you shall
be granted options to purchase 160,000 Ordinary Shares par value NIS 0.01 each
of the Company to be granted pursuant to, and in accordance with, the terms and
conditions of a share option plan adopted by the Company (the "Options").The
options shall be purchased in an exercise price of $0.01 per share (Exercise Price) The Options
shall be subject to vesting over a period of 4 (four) years as
follows:  25% (twenty five percent) of the Options shall be deemed
vested at the end of 12 (twelve) months from the Commencement Date, and the
remaining 75% (seventy five percent) of the Options shall vest in twelve (12)
equal quarterly installments, with eight percent and one third of a percent
(8.333%) of such amount of the remaining Options vesting at the end of every
three months for a period of three years (the entire four-year period shall be
referred to as the "Vesting
Period"). Upon termination of this Agreement for any reason all of the
then unvested Options shall expire immediately and/or may than be re-granted by
the Company to any person or entity at its discretion. For avoidance of doubt,
it is clarified that nothing in this Agreement shall be deemed as an undertaking
of the Company to retain your services for any minimum period. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
the aforesaid, it is agreed that in the event of death of or permanent severe
disability that no longer enables you to reasonably work, 50% (fifty percent)
all the Options then still subject to vesting shall be deemed fully vested. The
above referred to number of shares assumes completion of a 1:20 split of the
share capital of the Company.

    


    16.      
   Automobile. For
purposes of performance of your duties and tasks, the Company shall make
available to you a leased automobile, of a type 3 (e.g., Mazda 6 2.0
liter) (the “Leased
Car”). The Company shall bear and pay for the cost of fuel, maintenance
and repairs, and any insurance deductibles for the Leased Car. You shall be
liable for paying any parking and/or traffic fines received in connection
herewith, and for indemnification of the Company in case of negligent use of the
Leased Car and/or use of the Leased Car not in accordance with the Company's
applicable policies. For the avoidance of doubt, you agree and confirm that the
cost of the leasing and/or the cost of the use of the Leased Car shall not
constitute a component of your Salary, including with regard to social benefits
and/or any other right to which you are entitled by virtue of this Agreement or
under law. The Leased Car will remain in the Company's ownership, and will be
returned to the Company by you upon termination of your employment with the
Company for any reason at the end of the Notice Period.

    


    Miscellaneous

    17.    
     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 letter 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; you 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.

    18.   
      Advertisement. The company is aware to the
importance of your reputation and status. The company shall use your name
responsibly in the Company's official or unofficial publication or prints
consulting with you in advance. Not derogating from the above, you hereby
confirm that your title as listed in Exhibit A has been reviewed and approved by
you, and will be reflected on your business card and Company literature and
website.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Please
indicate your acceptance to the terms of this letter by signing and dating them
and returning a counterpart hereof to us. The Company’s signature on this letter
will bind the Company only if coupled with your signature.

    


    
      
        
          
            
              
                
                  
                    	
                            Sincerely
      yours,

                          	 
      
	 
      	 
      
	
                            /s/ Morris Laster

                          	 
      
	
                            BioLineRx
      Ltd.

                          	 
      
	
                            By:
      Morris Laster

                          	 
      


                  

                

              

            

          

        

      

    

    


    I, the
undersigned, Moshe Phillip, hereby agree to all terms of this letter, and in
witness hereof have signed this letter on this date of January 13,
2004.

    


    
      
        
          
            	
                    Signature:

                  	
                    /s/ Moshe
Phillip

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    To
Personal Employment Agreement by and between BioLineRx Ltd.

    and
the Employee whose name is set forth herein

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  1.

                                	 	
                                  Name
      of Employee:

                                	 	
                                  Dr.
      Moshe Phillip

                                
	 	 	 	 	 
	
                                  2.

                                	 	
                                  ID
      No. of Employee:

                                	 	
                                  52590908

                                
	 	 	 	 	 
	
                                  3.

                                	 	
                                  Address
      of Employee:

                                	 	
                                  51
      Shimon Ben Tsvi Street, Givataim, Israel

                                
	 	 	 	 	 
	
                                  4.

                                	 	
                                  Position
      in the Company:

                                	 	
                                  Vice
      President of Medical Affairs, Senior Medical Advisor

                                
	 	 	 	 	 
	
                                  5.

                                	 	
                                  Commencement
      Date:

                                	 	
                                  7.1.04

                                
	 	 	 	 	 
	
                                  6.

                                	 	
                                  Salary:

                                	 	
                                  USD
      10,000 (Gross) paid in NIS

                                
	 	 	 	 	 
	
                                  7.

                                	 	
                                  Vacation
      Days Per Year:

                                	 	
                                  20
      days

                                
	 	 	 	 	 
	
                                  8.

                                	 	
                                  Working
      Days in Jerusalem at

                                  BioLineRx
      Offices

                                	 	
                                  Sunday
      afternoon, all day Tuesday (except for miluim service requirements),
      Thursday afternoon, and as required Monday
  afternoon.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

    To
Personal Employment Agreement by and between BioLineRx Ltd.

    and
the Employee whose name is set forth herein

    


    
      
        	
                Name
      of Employee:

              	 
      	
                Dr.
      Moshe Phillip

              
	 
      	 
      	 
      
	
                ID
      No. of Employee:

              	 
      	
                52590908

              


      

    

     

    1.            General

    All the capitalized terms herein shall
have the meanings ascribed to them in the Letter of Agreement to which this
Exhibit is attached (the "Agreement"). For purposes of
any undertaking of the Employee toward the Company, the term Company shall
include all subsidiaries and affiliates of the Company that the employee had
been exposed to their activities.

    


    The Employee's obligations and
representations and the Company's rights under this Exhibit shall apply as of
the Commencement Date of the employment relationship between the Company and the
Employee, and as of the first time the Employee became engaged with Company,
regardless of the date of execution of the Agreement.

    


    2.           
Confidentiality;
Proprietary Information

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

    


    2.2.           Proprietary
Information shall be deemed to include any and all proprietary information
disclosed by or on behalf of the Company and irrespective of form but excluding
information that (i) was known to Employee prior to Employee's association with
the 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
the Employee; (iii) reflects general skills and experience gained during
Employee's engagement by the Company; or (iv) reflects information and data
generally known in the industries or trades in which the Company operates (v)
reflects information and data that shall become part of the employee's knowledge
as a result of the employee's other employers, academic status and/or employees
individual research without breach of this Exhibit or Agreement .

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    2.4           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 the Company and its assigns. At all times, both during
Employee's engagement by the Company and after Employee's termination, Employee
will keep in confidence and trust all Proprietary Information, and the Employee
will not use or disclose any Proprietary Information or anything relating to it
without the written consent of the Company, except as may be necessary in the
ordinary course of performing Employee's duties under the Agreement. For the
avoidance of all doubts, the employee shall be the sole owner of any Proprietary
Information, and patents, trademarks, copyrights and other intellectual property
that were created or invented by him not as a result of his employment with the
Company and without breach of this Exhibit or Agreement.

    


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

    


    2.6.           Employee's
undertakings set forth in this Section 2 shall remain in full force and effect
after termination of this Agreement or any renewal thereof.

    


    3.           Disclosure
and Assignment of Inventions

    3.1.           "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 employment with the Company, and which:
(i) are developed using equipment, supplies, facilities or Proprietary
Information of the Company, (ii) result from work performed by Employee for the
Company,

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

    


    3.3.           Employee
hereby irrevocably transfers and assigns to the 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 Employee may have in or with respect to any Company
Invention.

    


    3.4.           Employee
agrees to assist the Company, at the Company's expense, in every proper way to
obtain for the Company and enforce patents, copyrights, mask work rights, and
other legal protections for the Company Inventions in any and all countries.
Employee will execute any documents that the 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 employment with the Company. Employee hereby
irrevocably designates and appoints the 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    4.           Non-Competition

    4.1.           In
consideration of Employee's terms of employment, which include special
compensation for Employee's undertakings under this Section 4, and in order to
enable the Company to effectively protect its Proprietary Information, Employee
agrees and undertakes that unless expressly approved in writing by the Company,
he will not, so long as he is employed by the Company and for a period of twelve
(9) months following termination of his employment for whatever reason, directly
or indirectly, be engaged in, or employed by, any business or venture that is
engaged in activities competing directly with the Company and its business
activities in which Employee was involved,; provided, however, that
Employee may own securities of any corporation which is engaged in such business
and is publicly owned and traded but in an amount not to exceed at any one time
one percent (1%) of any class of stock or securities of such corporation, and so
long as Employee has no active role in such corporation as director, employee,
consultant or otherwise, unless expressly approved in writing by the Company.
For avoidance of doubts, the Employee shall be permited and able to be engaged
in the drug development field as long as it doesn't compete directly with the
drugs the Company has been involved in at the time of the termination of the
employment.

    4.2.           Employee
agrees and undertakes that during the period of Employee's employment and for a
period of twelve (12) months following termination of his employment for
whatever reason, Employee will not, directly or indirectly, including personally
or in any business in which Employee may be an officer, director or shareholder,
solicit for employment any person who is employed by the Company, or retained by
the Company as a consultant, advisor or the like service provider (collectively,
"Consultant"), if such
Consultant is prevented thereby from continuing to render its services to the
Company, on the date of such termination or during the preceding twelve (12)
months.

     

    5.           Reasonableness
of Protective Covenants

    Insofar as the protective covenants set
forth in this Agreement are concerned, Employee specifically acknowledges,
stipulates and agrees as follows: (i) the protective covenants are reasonable
and necessary to protect the goodwill, property and Proprietary Information of
the 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 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.

    


    6.           Intent of
Parties

    Employee recognizes and agrees that:
(i) 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) the area and duration of the protective
covenants contained herein are in all things reasonable; and (iii) good and
valuable consideration exists under the Agreement, for Employee's agreement to
be bound by the provisions of this Exhibit.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    To
Personal Employment Agreement by and between BioLineRx Ltd.

    and
the Employee whose name is set forth herein

    


    
      
        
          	
                  1.

                	 	
                  Name
      of Employee:

                	 	
                  Dr.
      Moshe Phillip

                
	 
      	 	 
      	 	 
      
	
                  2.

                	 	
                  ID
      No. of Employee:

                	 	
                  52590908

                


        

      

    

    


    List of
current Employement, Consulting, and other Commitements:

    


    *Director
institute of pediatric endocrinology and diabetes and vice dean of medical
school – head of the school of continuing medical education. Private consultant
in Ped. Endocrinology.

    


    *Consultant
to Dikla, Reshet Rofim, Mushlam, IMA-(workshops organizing group).

    *Consultant
to Nilimed – (insulin pump)

    *Consultant
to Transfarma (transdermal delivery of hormones)