Unassociated Document


    EXHIBIT
10.20


    
      Amendment and Update of the
Unprotected Lease Agreement Between

    

    Kapps-Pharma
Ltd. (the “Lessor”)
and Bioline Innovations Jerusalem,

    Limited Partnership (the
“Lessee”)

    


    
      This
agreement was made and executed on December 14, 2009

    

    


    
      	
              Whereas

            	
              The
      Lessee leases, from the Lessor, various areas in a building in the
      industrial area in Har Hotzvim in Jerusalem (hereinafter: “the Building”),
      as specified in section 1a below, and 22 regular parking spaces and 6
      double parking spaces in the building’s  parking lot, marked in
      the parking space blueprint which is attached as Appendix A to
      this agreement (hereinafter “the Leased Premises”), in accordance with the
      provisions and terms of the lease agreement signed by the parties
      on  July 10, 2005, (hereinafter:  “the Main
      Agreement”), the amendment agreement dated October 23, 2007 (hereinafter:
      “the Amendment and Supplemental Agreement”) and the parties’ verbal
      agreement regarding the Lessee’s leasing of the storeroom area, as defined
      below;

            


    

    


    
      	
              Whereas

            	
              The
      Lessee notified the Lessor on June 30, 2008 of its decision to exercise
      the first extension period, as described in section 3 of the amendment and
      supplemental agreement, with regard to all of the areas in the leased
      premises, and there has been an agreement on additional updates regarding
      the leasing of the leased premises, including terms relating to the
      leasing of the storeroom area as defined below, all subject to the
      provisions and terms of this
agreement;

            


    

    


    The parties therefore agree,
provide and declare as follows:

    


    1.           The
preamble to this agreement constitutes an integral part
thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              2.

            	
              It
      is hereby agreed that the total area of the leased premises, as defined
      above, is 1,781.50 square meters (gross) in total, along with the parking
      spaces as described above, and that the said area is divided as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              751
      square meters (gross) on the 6th floor of the building’s new wing, as
      outlined in color and marked with the letter A and with the words “the
      Company’s Offices,” on the blueprint attached as Appendix B to
      this agreement, and which the Lessee leases from the Lessor pursuant to
      the main agreement (hereinafter:  “the New Wing
      Area”);

            


    

    


    
      	
               
      

            	
              (b)

            	
              623
      square meters (gross) on the 6th floor of the building’s old wing, as
      outlined in color and marked with the letter B and with the words “the
      Company’s Laboratories,”  on the blueprint attached as Appendix B to
      this agreement, and which the Lessee leases from the Lessor pursuant to
      the main agreement (hereinafter:  “the Old Wing
      Area”);

            


    

    


    
      	
               
      

            	
              (c)

            	
              31
      square meters (gross) on the 6th floor of the building’s Old Wing, as
      outlined in color and marked with the letter C and with the words
      “Machinery Area”  in the blueprint attached as Appendix B to
      this agreement, and which the Lessee leases from the Lessor pursuant to
      the main agreement (hereinafter:  “the Machinery
      Area”);

            


    

    


    
      	
               
      

            	
              (d)

            	
              14
      square meters (gross) of a gallery area on the 6th floor of the building’s
      New Wing, which, pursuant to the main agreement, are designated for the
      placement of machinery, as outlined in color and marked with the letter
      “D” and with the word “Gallery” on the blueprint attached as Appendix B to
      this agreement, and which the Lessee leases from the Lessor pursuant to
      the main agreement (hereinafter: “the Gallery
  Area”);

            


    

    


    
      	
               
      

            	
              (e)

            	
              225
      square meters (gross) on the 6th floor of the building’s New Wing, as
      outlined in color and marked with the letter “E” on the blueprint attached
      as Appendix
      B to this agreement, and which the Lessee leases from the Lessor
      pursuant to the amendment and supplemental agreement (hereinafter: “the
      Additional Area”);

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (f)

            	
              70
      square meters (gross) on the 6th floor of the building’s New Wing, as
      outlined in color and marked with the letter “F” on the blueprint attached
      as Appendix
      B to this agreement (hereinafter: “the Optional Area”), and which
      the Lessee leases from the Lessor pursuant to section 4(a) of the
      amendment and supplemental agreement, and subject to the following
      provisions of this agreement relating to the size of the optional
      area;

            


    

    


    
      	
               
      

            	
              (g)

            	
              67.5
      square meters (gross) on the 6th floor of the building’s New Wing, which
      are designated for storage only, as outlined in color and marked with the
      letter “G” and with the word “Storeroom” on the blueprint attached as
      Appendix
      B to this agreement (hereinafter: “the Storeroom Area”), and which
      the Lessee leases from the Lessor pursuant to the parties’ verbal
      agreement and subject to all the provisions and terms of this agreement;
      it is hereby noted that subject to the provisions and terms of section 4
      below, the Lessee will in actuality pay for an area of only 40 square
      meters (gross) with regard to the storeroom area, despite the fact that in
      actuality the Lessee will use all of the storeroom area as described above
      in this section 2(g);

            


    

    


    
      	
              3.

            	
              It
      is hereby noted that the Lessee has, since November 11, 2007, exercised
      its right of first refusal regarding the leasing of the Optional Area in
      the building – a right granted to the Lessee in section 4 of the amendment
      and supplemental agreement – and that on November 11, 2007, possession of
      the Optional Area was transferred to the Lessee.  It is noted
      that pursuant to the amendment and supplemental agreement, the size of the
      Optional Area is 75 square meters (gross), and that nevertheless, the
      parties hereby agree that the area of the Optional Area is in actuality 70
      square meters (gross) and that it is therefore hereby agreed that
      beginning on December 1, 2008, and from this date forward only, the area
      of the Optional Area will be updated so that it is 70 square meters
      (gross) (and not as stated in the amendment and supplemental agreement),
      and that this agreed area (70 square meters (gross)) is final and may not
      be disputed.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                4.

              	
                (a)       
        It
      is hereby agreed that the Lessee is leasing the storeroom area from the
      Lessor and 2 of the double parking spaces included in the leased premises
      as defined above in the preamble to this agreement (hereinafter, together:
      “the Storeroom and the Additional Double Parking Spaces”), beginning on
      April 1, 2008, and that beginning on the said date, the storeroom and the
      additional parking spaces will be automatically added to the definition of
      the leased premises pursuant to the main agreement and pursuant to the
      amendment and supplemental agreement (hereinafter, together: “the
      Agreements”), [and that they] constitute an integral part of the leased
      premises and that they are leased to the Lessee for the entire duration of
      the lease as stated in the agreements and in this agreement, for all
      intents and purposes.

              


      

    

    


    
      	
               
      

            	
              (b)

            	
              The
      storeroom area was delivered to the Lessee on the delivery date described
      above in this section 4, on an “as is” basis with regard to the said date
      – i.e., in shell condition and including only storeroom
      lighting.  The Lessee may, at its expense only and subject to
      the provisions and terms of the agreements with regard to the execution of
      work and/or modifications (including section 14 of the main agreement),
      carry out any additional work in the storeroom area, as it requires in
      order to adapt the storeroom to its needs.  To remove all doubt,
      it is noted that notwithstanding any other provision, the Lessor has not
      in any event paid and/or participated and will not pay and/or participate
      in any cost whatsoever in connection with any adaptation work whatsoever
      in the storeroom.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              The
      Lessee is leasing the storeroom as an area that will be used for storage
      purposes only.

            


    

    


    
      	
               
      

            	
              (d)

            	
              It
      is agreed that the Lessee will, with regard to the leasing of the
      storeroom area as described above, and for the lease purpose described in
      section 4(c) above, pay – together with and in addition to any payment
      imposed on the Lessee with respect to the leasing of the leased premises
      pursuant to the provisions of the agreements – rental payments and
      maintenance fees (hereinafter, also: “Maintenance Fees”) in a total amount
      of $US 5 per square meter (gross) of the storeroom area, with the addition
      of all payments that the Lessee is required to pay pursuant to the
      agreements for leasing the leased premises pursuant to the provisions of
      the agreements and of this agreement, including municipal real property
      tax.  It is also agreed that subject to the leasing of the
      storeroom area in accordance with all of the provisions and terms of this
      agreement, the Lessee will pay only the rental payments and maintenance
      fees for an area of only 40 square meters
  (gross).

            


    

    


    
      	
               
      

            	
              (e)

            	
              In
      addition, it is hereby expressly agreed that if the Lessee makes any use
      of the storeroom area or of any part thereof which is other than as
      described in section 4(c) above, the Lessee – beginning at the time that
      the use is so changed – will pay to the Lessor, with respect to the
      leasing of the entire storeroom area (i.e., for 67.50 square meters
      (gross)), rental payments and maintenance fees in the amount of the rental
      payments and maintenance fees  that apply to the leasing of the
      New Wing Area in accordance with the agreements (instead of the rental
      payments and maintenance fees  described in section 4(d)
      above).

            


    

    


    
      	
               
      

            	
              (f)

            	
              It
      is also agreed that with respect to the leasing of the two additional
      double parking spaces (as described in section 4(a) above), the Lessee
      will pay to the Lessor any rental payments, management fees and all other
      payments imposed on the Lessee with regard to the leasing of parking
      spaces pursuant to the agreements– in full and in a timely
      manner.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (g)

            	
              At
      the time of the signing of this agreement, the Lessee will pay to the
      Lessor the rental payments and maintenance fees for the leasing of the
      storeroom and the additional double parking spaces, as described above,
      for the lease period from April 1 2008 through December 31,
      2008.  It is also agreed that beginning on January 1, 2009,
      payment of the rental payments and maintenance fees for the storeroom and
      the additional double parking spaces will be added to payment of the
      rental payments for the other areas and parking spaces in the leased
      premises, on the first day of each calendar quarter, as provided in the
      agreements.

            


    

    


    
      	
               
      

            	
              (h)

            	
              It
      is noted that the Lessee is required to purchase and expand the insurance
      policies that are required pursuant to the agreements, such that they will
      apply to all of the area of the leased premises, including the storeroom
      and the additional double parking
spaces.

            


    

    


    
      	
              5.

            	
              In
      order to remove doubt, it is hereby noted that the Lessee has exercised in
      full any right of [first] refusal and/or option to rent Additional Areas
      and/or parking spaces which were granted to it pursuant to the agreements,
      and that the Lessee has no additional right of first refusal or option for
      the rental of any Additional Areas whatsoever and/or of any additional
      parking spaces whatsoever in the
building.

            


    

    


    
      	
              6.

            	
              The
      parties hereby agree regarding the Lessee’s having exercised the first
      extension period, as provided in the amendment and supplemental agreement,
      such that the leasing of the entire leased premises will be extended for a
      period commencing on December 16, 2008 and concluding on December 15, 2010
      (hereinafter: “the First Extension
Period.”)

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              During
      the first extension period, the Lessee will pay to the Lessor the rental
      payments in accordance with all provisions of the agreements and of this
      agreement (hereinafter, together: “the Lease Agreement”) and any other
      payments imposed on the Lessee pursuant to the lease agreement in
      connection with the leasing of the leased premises, including maintenance
      fees, municipal property taxes and
electricity.

            


    

    


    
      	
              7.

            	
              Additionally,
      at the time of the signing of this agreement, the Lessee will give the
      Lessor a written confirmation from the bank regarding the extension of the
      collateral (the bank guarantees) which had been delivered to the Lessor
      with regard to the leasing of the leased premises, such extension to be
      through March 15, 2011, and by one month prior to the commencement of the
      first extension period, the Lessee will give the Lessor a written
      confirmation from the Lessee’s insurance company regarding the expansion,
      renewal and     extension of the various
      insurance policies that the Lessee undertook to arrange as provided in
      section 17 of the main agreement, for the first extension period and with
      regard to the entire leased
premises.

            


    

    


    
      	
               
      

            	
              It
      is also hereby noted that beginning on January 1, 2009, the invoice that
      the Lessor will issue to the Lessee with regard to the payment of the
      rental payments will consolidate the account for the 1,669 square meters
      (gross) of the leased premises’ area – i.e., the account for the leased
      premises’ area excluding the Machinery Area, the Storeroom Area, and the
      Gallery Area in the leased
premises.

            


    

    


    
      	
              8.

            	
              The
      other provisions of the agreements remain unchanged.  The
      parties expressly agree that during the current lease period and the first
      extension period, the agreements and all of their provisions will continue
      to apply to the parties and to the leasing of the leased premises, with
      the necessary changes, and subject to all the terms and provisions of this
      agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              And
      in witness thereof we have signed:

            


    

    


    
      
        	
                (-)

              	 
      	
                      
                  /s/
      YURI SHOSHAN   /s/ MORRIS
      LASTER

                

              
	
                Kapps-Pharma
      Ltd..

                Partnership

              	 
      	
                Bioline
      Innovations Jerusalem, Limited

              
	 
      	 
      	
                By
      its general partner,

              
	 
      	 
      	
                Bioline
      Innovations Jerusalem Ltd.

              


      

    

    


    I the
undersigned Tal Lecker, attorney for the Lessee Bioline Innovations Jerusalem,
Limited Partnership, hereby confirm that Mr. Yuri Shoshan and Mr. Aharon
Schwartz and Mr. Morris Laster have signed this agreement in the name of
the Lessee and that they are authorized to sign the agreement and that their
signature of the agreement binds the Lessee for all matters and
purposes.

    


    
      
        	
                /s/
      TAL LECKER

              	 
      
	
                Attorney

              	 
      
	 
      	 
      
	
                Tal
      Lecker

              	 
      
	
                Yigal
      Arnon & Co.

              	 
      
	
                Rivlin
      Street 22, Jerusalem

              	 
      
	
                License
      No. 39931

              	 
      
	 
      	 
      
	
                Bioline
      Innovations Jerusalem

              	 
      
	
                Limited
      Partnership

              	 
      
	
                By
      its general partner,

              	 
      
	
                Bioline
      Innovations Jerusalem Ltd.