EXHIBIT
10.15

    


    EARLY
DEVELOPMENT PROGRAM AGREEMENT

    


    This
Early Development Program Agreement (this “Agreement”) is made as of
January 10, 2007, by and between PAN ATLANTIC INVESTMENTS LIMITED, a Barbados
company (“Pan Atlantic”)
and BIOLINERX LTD., a company organized under the laws of the State of Israel
(“BioLine”).

    


    RECITALS:

    


    WHEREAS,
BioLine is a drug development company that focuses its research on drug
candidates that have demonstrated in vivo results; and

    


    WHEREAS,
Pan Atlantic would like to provide financial resources to BioLine in order to
encourage research in earlier stage drug development; and

    


    WHEREAS,
Pan Atlantic has agreed, pursuant to the terms of this Agreement, to invest the
Program Funds (as defined in Section 1 hereto), in BioLine for the purpose of
financing a program to be known as the “Early Development Program”;
and

    


    WHEREAS,
BioLine has agreed to receive the Program Funds, and to allocate Matching Funds
(as described in Section 1 hereto);

    


    NOW,
THEREFORE, the parties hereby agree as follows:


     

    
      
        	
              	
                1.

              	
                Budget.

              


      

    

     

    
      
        	
              	
                1.1.

              	
                Program Funds.
      Subject to the terms and conditions of this Agreement, Pan Atlantic hereby
      agrees to invest (or to cause others to invest) in BioLine an aggregate
      amount of US$5 million (the “Program Funds”) in order
      to finance the Research Projects (as defined in Section 2), to be
      disbursed in accordance with Section 3
below.

              


      

    

     

    
      
        	
              	
                1.2.

              	
                Right to
      Invest. In consideration for the commitment of the Program Funds,
      Pan Atlantic will have the right to invest up to $5 million in the first
      public offering of BioLine’s shares outside of Israel, at the public
      offering price. If and to the extent such Program Funds are actually
      invested by another entity to which Pan Atlantic has assigned its
      obligations hereunder, such entity will have the right described in this
      Section 1.2 with respect to the amount invested by such entity, and Pan
      Atlantic’s rights under this Section 1.2 will be reduced
      accordingly.

              


      

    

     

    
      
        	
              	
                1.3.

              	
                Matching Funds.
      For every dollar invested by Pan Atlantic hereunder, BioLine will allocate
      an additional $0.20 for the Research Projects from resources other than
      the Program Funds, up to an aggregate amount of US$1 million (the “Matching Funds”, and,
      together with the Program Funds, the “Budget”).

              


      

    

     

    
      
        	
              	
                1.4.

              	
                Director. No
      later than June 1, 2007, BioLine shall retain a full-time staff person to
      administer the Early Development Program. The direct expenses related to
      the employment of such employee shall be derived from the
      Budget.

              


      

    

     

    
      
        	
              	
                2.

              	
                Research
      Projects.

              


      

    

     

    
      
        	
              	
                2.1.

              	
                Eligibility.
      BioLine will use the Program Funds for funding research of drug candidates
      that have not yet demonstrated in vivo results (each, a “Research Project”). At
      least 70% (seventy percent) of the Research Projects will originate in
      Israel, with at most 30% (thirty percent) originating outside of Israel.
      BioLine’s Scientific Advisory Board (the "SAB") will evaluate each
      candidate to be a Research Project. A Research Project will be accepted to
      the Early Development Program if at least one member of the SAB is in
      favor of such acceptance and one other member
  abstains.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


        - 2
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                2.2.

              	
                Budget. BioLine
      will allocate up to $100,000 to each Research Project per year, as
      determined by BioLine. Amounts in excess of $100,000 per year for any
      Research Project would require the consent Pan
  Atlantic.

              


      

    

     

    
      
        	
              	
                2.3.

              	
                Duration. Each
      Research Project will be for a period time no longer than necessary to
      demonstrate in vivo results, and in any event for no more than two years
      without Pan Atlantic’s consent. At the completion of any Research Project,
      at BioLine's discretion, the Research Project may be reviewed in depth by
      the SAB to determine if it should be introduced into the BioLine pipeline
      for accelerated development into the clinic and
  beyond.

              


      

    

     

    
      
        	
              	
                2.4.

              	
                Rights in Research
      Projects. BioLine or any of its subsidiaries or affiliates, to the
      full exclusion of Pan Atlantic, shall retain all rights in the Research
      Projects, as well as any and all moral rights, to the extent applicable.
      Pan Atlantic will benefit from the success of the Research Projects
      through the exercise of its right under Section
  1.2

              


      

    

     

    
      
        	
              	
                3.

              	
                Disbursement;
      Deadline.

              


      

    

    Program
Funds will be transferred to BioLine twice a year, on March 1st and on
September 1st of each
year following receipt of a written request from BioLine. Each such request must
be for an amount no greater than $625,000 (unless agreed by Pan Atlantic) and
shall include, to the extent applicable and available a description of currently
active and contemplated Research Projects and the budgets therefor (the
aforesaid shall not be deemed to imply that such funds are restricted only to
such specific Research Projects). Pan Atlantic shall not be obligated to make
any such transfers for any request received after April 1st,
2011.

     

    
      
        	
              	
                4.

              	
                Launch;
      Publicity.

              


      

    

    BioLine
will make good faith efforts to launch the Early Development Program no later
than March 1, 2007. Such launch will include advertisements and other publicity
to make the scientific community in Israel aware of the Program. All print and
electronic publications about the Program will include a reference to the fact
that the Program is underwritten by Pan Atlantic Bank and Trust Limited, a
subsidiary of a Canadian company controlled by the Friedberg Family.
Notwithstanding anything herein to the contrary, it is agreed that the costs of
the launch and on-going publicity, etc. shall be covered by the Program Funds,
and funds required for the launch may be requested in addition to the maximum
amount set forth in Section 3, provided however that the aggregate amount of all
Program Funds shall not exceed the amount set forth in Section 1.1.

     

    
      
        	
              	
                5.

              	
                Expense Allocation;
      Audit Right.

              


      

    

     

    
      
        	
              	
                5.1.

              	
                Allocation.
      BioLine will allocate expenses to the Early Development Program in a
      manner consistent with generally accepted accounting principles, provided, however, that
      the Program Amount shall not be used to pay for any expenses (such as
      overhead) that BioLine would have had if the Early Development Program had
      not been created. Pan Atlantic will have the right, upon reasonable
      notice, and subject to confidentiality obligations of BioLine towards
      third parties such as licensors of the Research Projects subject matters,
      etc., to review BioLine’s books and records with respect to BioLine’s
      compliance with its obligations under this
  Agreement.

              


      

    

     

    
      
        	
              	
                5.2.

              	
                Expenses, Taxes and
      Benefits. It is understood and agreed that nothing in this
      Agreement is intended to, nor will it result in, Pan Atlantic being
      responsible for the payment of expenses relating to the Research Projects,
      including without limitation rent, taxes, salaries, social security or
      national insurance payments, insurance, workers' compensation payments,
      disability insurance or similar items, including interest and penalties
      thereon.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


        - 3
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                6.

              	
                Term and
      Termination.

              


      

    

     

    
      	
               
      

            	
              6.1.

            	
              This
      Agreement shall commence on the date hereof and continue until the earlier
      of (i) completion of the disbursement of the entire Program Funds and
      completion of all Research Projects funded thereby and (ii) termination by
      the parties as provided in Sections 6.2 or 6.3
  below.

            


    

     

    
      	
               
      

            	
              6.2.

            	
              If
      a party fails to meet one or more of any material terms and conditions
      hereof (a “default”), and the
      defaulting party fails to cure such default within thirty (30) days
      following notice of default, the non-defaulting party shall have the right
      to terminate this Agreement.

            


    

     

    
      	
               
      

            	
              6.3.

            	
              A
      party shall have a right to terminate this Agreement immediately should
      the other party enter into or file on its own a petition or proceeding
      seeking an order for relief under the bankruptcy or reorganization laws of
      its respective jurisdiction; have filed against it an involuntary petition
      or proceeding seeking an order for relief under the bankruptcy or
      reorganization laws of its respective jurisdiction, which is not dismissed
      within ninety (90) days after filing; enter into a receivership of any of
      its assets; enter into a dissolution or liquidation of its assets or an
      assignment for the benefit of its creditors; or engage in a sale of all or
      substantially all of its assets as would cause such party to be unwilling
      to fulfill its obligations under this
Agreement.

            


    

     

    
      
        	
              	
                7.

              	
                Confidentiality.

              


      

    

    Without
derogating from any other agreement or undertaking to which Pan Atlantic is or
may become subject, and in addition to any such agreement or undertaking, Pan
Atlantic undertakes that it shall keep in confidence, and not use for any
purpose whatsoever except in connection with the exercise of any of its rights
under this Agreement, any and all information relating to BioLine and/or any
Research Projects which has been provided to it by BioLine or was otherwise
obtained by it ("Confidential
Information"), except for information: (i) which is or shall be in the
public domain not due to any act of Pan Atlantic in breach of law or agreement;
(ii) which, at the time of disclosure to Pan Atlantic was already known to Pan
Atlantic and was not acquired directly or indirectly from BioLine or any of its
affiliates, all as may be evidenced by written records of Pan Atlantic; (iii)
which, at the time of disclosure to Pan Atlantic was already received by Pan
Atlantic from a third party who did not acquire it directly or indirectly from
BioLine or any of its affiliates under an obligation of confidence, all as may
be evidenced by written records of Pan Atlantic; (iv) was independently
developed by Pan Atlantic without the use of Confidential Information, as may be
evidenced by written records of Pan Atlantic; or (v) which Pan Atlantic is
required to disclose under any applicable law or stock exchange regulations.
Notwithstanding the above, Pan Atlantic or the Friedberg Family will have the
right to disclose its funding of BioLine under this Agreement and under the
Bridge Loan Agreement between Pan Atlantic and BioLine, dated as of the date
hereof.

     

    
      
        	
              	
                8.

              	
                Miscellaneous.

              


      

    

     

    
      	
               
      

            	
              8.1.

            	
              Relationship of
      Parties. Neither party, their affiliates, nor their employees,
      consultants, contractors or agents are agents, employees, partners or
      joint venturers of the other party, nor do they have any authority
      whatsoever to bind the other party by contract or otherwise. They will not
      make any representations to the contrary, either expressly, implicitly, by
      appearance or otherwise.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        - 4
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              8.2.

            	
              Assignment.
      This Agreement shall be binding upon and inure to the benefit of each
      party's successors and assigns. Notwithstanding the foregoing, unless
      otherwise stated herein, (a) Pan Atlantic shall not assign, by operation
      of law or otherwise, any of its rights or obligations hereunder nor permit
      the same to be assigned by operation of law, except with BioLine's prior
      written consent provided, however,
      nothing contained herein shall restrict the ability of Pan Atlantic to
      assign, by operation of law or otherwise, this Agreement or any of its
      rights or obligations hereunder, nor prohibit the same to be assigned by
      operation of law or otherwise, to an Affiliate. that agrees to be bound by
      all of the terms and conditions in this Agreement and (b) BioLine shall
      not assign, by operation of law or otherwise, any of its rights or
      obligations hereunder nor permit the same to be assigned by operation of
      law, except with Pan Atlantic’s prior written consent provided, however,
      nothing contained herein shall restrict the ability of BioLine to assign,
      by operation of law or otherwise, this Agreement or any of its rights or
      obligations hereunder, nor prohibit the same to be assigned by operation
      of law or otherwise, pursuant to a sale of substantially all of the assets
      of BioLine, to a successor-in-interest to it or to an affiliate that
      agrees to be bound by all of the terms and conditions in this
      Agreement.

            


    

    


    For the
purposes of this Agreement, an “Affiliate” of any person or entity means any
other person or entity directly or indirectly controlling, controlled by or
under direct or indirect common control with, or having the same beneficial
ownership as, such person or entity. For purposes of this definition, “control”
means the power to direct the management and policies of such person or firm,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.

     

    
      	
               
      

            	
              8.3.

            	
              Notices. Any
      notice or other communication required or which may be given hereunder
      shall be in writing and either delivered personally to an officer of the
      addressee or mailed, certified or registered mail, postage prepaid, or by
      facsimile transmission (with a confirming copy sent by registered mail)
      and shall be deemed given (i) when so delivered personally; (ii) if
      mailed, five (5) days after the time of mailing; (iii) if faxed or sent by
      electronic mail (email), twenty four (24) hours after the time of sending
      the fax or electronic mail. Addresses for notices
  are:

            


    

    


    If to Pan
Atlantic:

    


    Pan
Atlantic Investments Limited

    Musson
Building, 2nd Floor

    Hincks
Street

    Bridgetown,
Barbados West Indies 11000

    Attention:
Robert J. Bourque, Managing Director

    Tel:
+1-246-436-9756

    Fax:
+1-246-437-6690

    


    With a
copy (which shall not constitute notice) to:

    


    Gross,
Kleinhendler, Hodak, Halevy, Greenberg & Co.

    One
Azrieli Center

    Tel Aviv,
67021 Israel

    Tel:
+972-3-607-4444

    Fax: +972
3 607 4411

    Attention:
Daniel Gamulka, Adv

    


    If to
BioLine:

    


    BioLineRx
Ltd.

    19 Hartum
Street

    P.O. Box
45158

    Jerusalem
91450, Israel

    Attention: Vice
President Finance and Corporate Development

    Tel: +972-2-548-9100

    Fax:+972-2-548-9101

     

    
      
         


      

      
         


        
          

        

      

      
         


        - 5
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    With a copy (which
shall not constitute notice) to:

    


    Danziger,
Klagsbald & Co.

    Attn.
Joeri Kreisberg, Adv.

    7
Menachem Begin Street

    Ramat Gan
52521, Israel

    Tel:
+972-3-611-0700

    Fax: +972
3-611-0707

     

    
      	
               
      

            	
              8.4.

            	
              Entire
      Agreement. This Agreement, together with all appendices, exhibits
      and schedules hereto, constitute the entire understanding and agreement of
      the parties with respect to the subject matter of this Agreement, and
      supersede all prior and contemporaneous understandings and agreements,
      whether written or oral, with respect to such subject
    matter.

            


    

     

    
      	
               
      

            	
              8.5.

            	
              Waivers. No
      delay or failure by either party to exercise or enforce at any time any
      right or provision of this Agreement will be considered a waiver thereof
      or of such party's right thereafter to exercise or enforce each and every
      right and provision of this Agreement. No single waiver will constitute a
      continuing or subsequent waiver.

            


    

     

    
      	
               
      

            	
              8.6.

            	
              Amendments and
      Modifications. This Agreement may not be modified or amended, in
      whole or in part, except in writing signed by both the parties. Such
      modification or amendment need not be supported by
      consideration.

            


    

     

    
      	
               
      

            	
              8.7.

            	
              Publicity.
      Except as described in Section 4, nothing contained in this Agreement
      shall be construed as conferring any right to use in advertising,
      publicity, or other promotional activities any name, trade name,
      trademark, or other designation of either party to this Agreement
      (including any contraction, abbreviation, or simulation of any of the
      foregoing) and each party hereto agrees not to disclose to others the
      terms and conditions of this Agreement, except as may be required by law
      or governmental regulation, without the express written consent of the
      other party.

            


    

     

    
      	
               
      

            	
              8.8.

            	
              Force Majeure.
      Neither Party shall be liable for any non-performance or delay in
      performance directly or indirectly caused by or resulting from acts of
      God, fire, flood, accident, riot, war, government intervention, embargoes,
      strikes, labor difficulties, equipment failure, lack of goods, late
      delivery by suppliers or other difficulties which are beyond the
      reasonable control of either party.

            


    

     

    
      	
               
      

            	
              8.9.

            	
              Governing Law.
      The construction, interpretation and performance of this Agreement and all
      transactions under it shall be governed by the laws of the State of Israel
      without giving effect to principles of conflicts of
  laws.

            


    

     

    
      	
               
      

            	
              8.10.

            	
              Dispute
      Resolution. In the event that a dispute cannot be resolved amicably
      by the parties through negotiations within thirty (30) days of the
      commencement of such negotiations, the dispute shall be submitted to
      arbitration in accordance with the Israeli Arbitration Law - 1968,
      with such arbitration to be held in Tel Aviv, Israel. The parties agree
      that any dispute shall be resolved by one arbitrator, the identity of whom
      shall be agreed upon by both parties and in the event that the parties
      shall fail to agree on the identity of such person within thirty (30) days
      from the date on which either party asked for the appointment of an
      arbitrator, the identity of the arbitrator shall be decided by the
      competent courts of Tel Aviv. The arbitration shall be conducted in
      English. Any decision resulting from such arbitration shall be final and
      binding upon the parties to this Agreement and on any other persons
      participating in the arbitration. Judgment upon the award may be entered
      in any court having jurisdiction
thereon.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        - 6
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              8.11.

            	
              Counterparts.
      This Agreement may be executed in two or more counterparts, each of which
      shall be deemed an original, but all of which shall constitute one and the
      same instrument.

            


    

    


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        - 7
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    IN WITNESS WHEREOF, the
parties have caused this Early Development Program Agreement to be signed by
their respective duly authorized representatives as of the date first above
written.

    


    
      
        	
                PAN
      ATLANTIC INVESTMENTS LIMITED

              
	 
      	 
      	 
      
	
                By:

              	
                /s/ Robert J. Bourque

              	 
      	 
      
	 
      	
                Name:
      Robert J. Bourque

              	 
      
	 
      	
                Title:   Managing
      Director

              	 
      
	 
      	 
      	 
      
	
                BIOLINERX
      LTD.

              
	 
      	 
      	 
      
	
                By:

              	
                /s/ Yuri Shoshan

              	 
      	 
      
	 
      	
                Name:
      Yuri
      Shoshan

              	 
      
	 
      	
                Title:
      Vice President, Finance and
      Corporate Development