Unassociated Document


    EXHIBIT
10.9

    


    June __,
2004

    
 

    BioLineRx
Ltd.

    Hartum
Street

    P.O. Box
45158

    Jerusalem,
91450

    Israel

    Attn:  CEO

    


    Dear
Sirs,

    


    
      	
               
      

            	
              Re:

            	
              First Amendment of
      Research and License Agreement, Dated April 15, 2004, by and Among
      BioLineRX Ltd., Ramot at Tel Aviv University, Ltd and Bar-Ilan Research
      and Development Company Ltd. the
  "Agreement")

            


    

    
       

    

    You have brought to our attention the
fact that Section 9.1.1 of the Agreement (Licensor Confidential Information) has
created a problem with respect to your ability to enter into agreements with
potential contractors/collaborators and to attract
investors.  Specifically, the provision states that your obligations
of confidentiality and non-use (other than for the purposes of the Agreement)
remain in effect during the term of the agreement, and for five (5) years
thereafter.  As you have explained to us, potential
contractors/collaborators are unwilling to be bound by such confidentiality and
non-use obligations with respect to the Confidential Information (as defined in
the Agreement) for such undefined term.  Therefore, in order to enable
you to continue to develop Licensed Product (as defined in the Agreement) and to
exercise your rights and fulfill your obligations under the Agreement, we hereby
agree to amend the agreement as follows, effective immediately:

    


    The
following shall be inserted at the end of Section 9.1.1:

    


    "Notwithstanding
anything to the contrary in this Section 9.1.1, Bioline may disclose
Licensor 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 least five (5)
from the date of disclosure of Licensor Confidential Information to such
recipient."

    


    All other
provisions of the Agreement shall remain unchanged.

    


    Please
indicate your agreement to the above amendment to the Agreement by signing
below.

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	
                              Sincerely,

                            
	 
      	 
      	 
      
	
                              Ramot
      at Tel Aviv University Ltd.

                            	 
      	
                              Bar-Ilan
      Research and Development

                            
	 
      	 
      	
                              Company
      Ltd.

                            
	 
      	 
      	 
      
	
                              By:

                            	      
                              /s/
      ISAAC KOHLBERG

                            	 
      	
                              By:

                            	      
                              /s/
      GABRIEL KENAN

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Name: 

                            	      
                              ISAAC
      KOHLBERG

                            	 
      	
                              Name: 

                            	      
                              GABRIEL
      KENAN

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Title:

                            	      
                              CEO

                            	 
      	
                              Title:

                            	      
                              CEO

                            


                    

                  

                

              

            

          

        

      

    

    


    Agreed
to and Accepted:

    


    BioLineRx
Ltd.

    


    
      
        	
                By:
      

              	
                /s/ Yuri Shoshan   /s/ Morris
    Laster

              	 
      
	 
      	 
      	 
      
	
                Name: 

              	
                Yuri
      Shoshan           Morris Laster

              	 
      
	 
      	 
      	 
      
	
                Title:

              	
                VP
      Finance           CEO