REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2014 • BioLineRx Ltd. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 28, 2014, by and between BIOLINERX, LTD., a State of Israel corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
UNDERWRITING AGREEMENT between BIOLINERX LTD. and JMP SECURITIES LLC, as Representative of the Several Underwriters BIOLINERX LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2017 • BioLineRx Ltd. • Pharmaceutical preparations • New York
The undersigned, BioLineRx Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BioLineRx Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with JMP Securities LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • September 3rd, 2021 • BioLineRx Ltd. • Pharmaceutical preparations • New York
BioLineRx Ltd., a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2024 • BioLineRx Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2024, between BioLineRx Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2022 • BioLineRx Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 18, 2022, between BioLineRx Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2020 • BioLineRx Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2020, between BioLineRx Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES BIOLINERX LTD.Warrant Agreement • June 3rd, 2020 • BioLineRx Ltd. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June [•], 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIOLINERX LTD., a company organized under the laws of the State of Israel (the “Company”), up to [•] Ordinary Shares, par value NIS 0.10 per share, of the Company (the “Warrant Shares”) represented by [•] American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
BioLineRx Ltd. American Depositary Shares, each representing 10 ordinary shares, (NIS 0.01 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • May 17th, 2013 • BioLineRx Ltd. • Pharmaceutical preparations • New York
The ADSs will be issued pursuant to the Deposit Agreement dated as of July 21, 2011 among the Company, The Bank of New York Mellon, as Depositary, and all owners and holders from time to time of ADSs issued thereunder. (the “Deposit Agreement”).
PLACEMENT AGENT WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES BIOLINERX LTD.Placement Agent Warrant • June 3rd, 2020 • BioLineRx Ltd. • Pharmaceutical preparations
THIS PLACEMENT AGENT WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 3, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 5, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIOLINERX LTD., a company organized under the laws of the State of Israel (the “Company”), up to [•] Ordinary Shares, par value NIS 0.10 per share, of the Company (the “Warrant Shares”) represented by [•] American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant
BIOLINERX LTD. Up to $30,000,000 of American Depositary Shares, each representing one ordinary share (par value NIS 0.10 per share) AT-THE-MARKET SALES AGREEMENTAt-the-Market Sales Agreement • October 31st, 2017 • BioLineRx Ltd. • Pharmaceutical preparations • New York
BioLineRx Ltd., a corporation formed under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:
WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES BIOLINERX LTD.Warrant to Purchase American Depositary Shares • September 21st, 2022 • BioLineRx Ltd. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIOLINERX LTD., a company organized under the laws of the State of Israel (the “Company”), up to [•] Ordinary Shares, par value NIS 0.10 per share, of the Company (the “Warrant Shares”), represented by fifteen (15) American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
Employment AgreementEmployment Agreement • March 6th, 2018 • BioLineRx Ltd. • Pharmaceutical preparations
This Employment Agreement (this “Agreement”) is entered into on this 8th day of February, 2018 by and between BioLineRx Ltd., a company organized under the laws of the State of Israel, with its offices at Modi’in Technology Park, 2 HaMa’ayan Street, Modi’in 7177871 (“BioLine”), and Hillit Mannor, whose address is 7 Maharal Street, Tel Aviv 62481 (“Executive”).
Employment AgreementEmployment Agreement • March 23rd, 2017 • BioLineRx Ltd. • Pharmaceutical preparations
This Employment Agreement (this “Agreement”) is entered into on this 24 day of May, 2009 by and between BioLineRx Ltd., a company organized under the laws of the State of Israel, with its offices at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLine”), and Phillip Serlin, I.D. Number 310550157 with an address at 11 Hachazav Street, Bet Shemesh (the “Employee”).
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENTClinical Trial Collaboration and Supply Agreement • March 16th, 2022 • BioLineRx Ltd. • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of January 11, 2016 (the “Effective Date”), is by and between Merck Sharp & Dohme B.V., having a place of business at Waarderweg 39, 2031 BN Haarlem, Netherlands (“Merck”) and BioLineRx Ltd., having a place of business at Modi’in Technology Park, 2 HaMa’ayan Street, Modi’in 7177871, Israel (“BioLineRx”). Merck and BioLineRx are each referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENTLicense Agreement • May 31st, 2016 • BioLineRx Ltd. • Pharmaceutical preparations
This License Agreement is entered into as of September 2, 2012 (the “Execution Date”), by and among BioLineRx Ltd., a company formed pursuant to the laws of the State of Israel, having a place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (together with any of its affiliates, including any company, partnership or corporation under its control, “BioLine”), and Biokine Therapeutics Ltd., a company formed pursuant to the laws of the State of Israel and having a place of business at Weizmann Science Park, P.O. Box 2213, Rehovot, 76120, Israel (“Licensor”).
UNDERWRITING AGREEMENT between BIOLINERX LTD. and OPPENHEIMER & CO. INC., as Representative of the Several UnderwritersUnderwriting Agreement • February 7th, 2019 • BioLineRx Ltd. • Pharmaceutical preparations • New York
The undersigned, BioLineRx Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BioLineRx Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule I attached hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Subscription AgreementSubscription Agreement • July 31st, 2017 • BioLineRx Ltd. • Pharmaceutical preparations • New York
Pursuant to the terms and conditions of this Subscription Agreement (this “Agreement”), the undersigned investors (each, an “Investor”) hereby confirms and agrees with BioLineRx Ltd., a corporation organized under the laws of the State of Israel (the “Company”), as follows:
LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations • New York
This Amended and Restated License and Commercialization Agreement (the “Agreement”) is entered into this 26th day of August, 2009, by and among Ikaria Development Subsidiary One LLC, a Delaware limited liability company having a principal place of business at 6 State Route 173, Clinton, NJ 08809, USA (“Ikaria”), BioLineRx Ltd., a corporation organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLineRx Ltd.”), and BioLine Innovations Jerusalem L.P., a limited partnership organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLine Innovations”; together with BioLineRx Ltd., “BioLineRx”).
BIOLINERX LTD. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2021 • BioLineRx Ltd. • Pharmaceutical preparations • New York
EARLY DEVELOPMENT PROGRAM AGREEMENTEarly Development Program Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations • Delaware
This Employment Agreement, dated January 2, 2007, is between BioLineRx USA, Inc a Delaware corporation (the “Company”), a wholly-owned subsidiary of BioLineRx, Ltd (“BioLineRx”) and Nir Gamliel an individual residing at 16 Treworthy Road, North Potomac, Maryland 20878 (“Executive”).
SECOND AMENDMENT AGREEMENTExclusive License Agreement • March 16th, 2022 • BioLineRx Ltd. • Pharmaceutical preparations • Massachusetts
This Amendment Agreement (“Amendment Agreement”), dated as of October 16, 2018 (the “Execution Date”), is between the University of Massachusetts (“University”), a not-for-profit, public institution of higher education of the Commonwealth of Massachusetts, established by Chapter 75 of the Massachusetts General Laws, as represented by its Medical School (Worcester campus), and Agalimmune Ltd (“Company”), a private limited company incorporated in England & Wales (company registration number 08504603) with registered address at 1st Floor Thavies Inn House, 3-4 Holborn Road, London, EC1N 2HA, United Kingdom.
LICENSE AGREEMENTLicense Agreement • September 22nd, 2015 • BioLineRx Ltd. • Pharmaceutical preparations • England and Wales
The Parties shall use all reasonable and legal efforts to reduce or eliminate Tax withholding or similar obligations in respect of all payments made by Licensee to Licensor under this Agreement. To the extent Licensee is required to deduct and withhold taxes on any payment to Licensor, Licensee shall pay the amounts of such Taxes to the proper Governmental Authority in a timely manner and promptly transmit to Licensor an official Tax certificate or other documentation of the payment of any such withholding Taxes, including copies of receipts or other evidence reasonably required and sufficient to enable Licensor to document such tax withholdings adequately for purposes of claiming foreign tax credits and similar benefits. Licensor shall provide Licensee any Tax forms that may be reasonably necessary in order for Licensee to not withhold tax or to withhold Tax at a reduced rate under an applicable bilateral income Tax treaty. Licensor shall use reasonable efforts to provide any such tax
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
This Amendment to Employment Agreement (the “Amendment”), dated as of January 2, 2010 is made between BioLineRx Ltd., which has a place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLine”) and Dr. Kinneret Savitsky with an address at 44 Metudela Street, Tel Aviv 69867 (the “Employee”).
PURCHASE AGREEMENTPurchase Agreement • May 30th, 2014 • BioLineRx Ltd. • Pharmaceutical preparations
PURCHASE AGREEMENT (the “Agreement”), dated as of May 28, 2014, by and between BIOLINERX, LTD., an Israeli company (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
January 8, 2004Employment Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
We would like to congratulate you on your offer to join the BioLineRx family and wish you a fulfilling and productive work experience.
LICENSE AGREEMENTLicense Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
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").
AMENDMENT TO THE AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
This Amendment (this “Amendment”) is entered into this 21st day of April 2010 (the “Amendment Effective Date”) by and between Ikaria Development Subsidiary One LLC, a Delaware limited liability company with a place of business at 6 Route 173, Clinton, NJ, 08809 USA (“Ikaria”), and BiolineRx Ltd., a corporation organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158, Jerusalem 91450, Israel (“BioLineRx Ltd.”), and BioLine Innovations Jerusalem L.P., a limited partnership organized and existing under the laws of the State of Israel and having a principal place of business at 19 Hartum Street, P.O. Box 45158 Jerusalem 91450, Israel (“BioLine Innovations”; together with BioLineRx Ltd., “BioLine Rx”) . This Amendment amends the Amended and Restated License and Commercialization Agreement entered into by and between Ikaria and BioLineRx dated as of the 26th day of August 2009 (the “Agreement”). Any defined term
TRANSLATION FROM HEBREW Lease Agreement between Kaps-Pharma Ltd. and BioLine Innovations Jerusalem L.P. Made and executed in Jerusalem on the 10th day of July, 2005 BetweenLease Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
Re: Engagement OfferEmployment Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations • Tel-Aviv
By signing this letter you indicate your acceptance of the offer, thus turning this letter into a binding employment contract between you and us (this “Agreement”). For purposes of convenience, BioLine Innovations Jerusalem, L.P. will be called in this letter “BIJ” or “we” and you will be called the “Employee” or “you”.
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")Research and License Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
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:
BioLine Therapeutics Ltd.Employment Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
Further to our discussions, we are pleased to offer you employment with BioLine Therapeutics Ltd., in accordance with the terms and conditions set forth in this letter. By signing this letter you indicate your acceptance to the offer and thus turning this letter into a binding employment contract between you and us (this "Agreement"). For purposes of convenience, BioLine Therapeutics Ltd. will be called in this letter the "Company" or "we", and you will be called the "Employee" or "you".
BIOLINERX LTD. Warrant To Purchase American Depositary SharesWarrant to Purchase American Depositary Shares • July 16th, 2015 • BioLineRx Ltd. • Pharmaceutical preparations • New York
BioLineRx Ltd., an Israeli company (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _____________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, pursuant to this Warrant to Purchase American Depositary Shares (“ADSs”) (including any Warrants to Purchase ADSs issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to ______________ ADSs (the “Warrant ADSs”). For purposes of clarification, each ADS represents one ordinary share, par value NIS 0.10 per share (the “Ordinary Shares”), of the Company. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings se
ContractAgreement to Operate a Biotechnology Incubator • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
A Personnel costs Total cost, first year Total cost, 2nd year Total cost, 3rd year Total cost, 4th year Total cost, 5th year Total cost, 6th year Total Budget for 6 years Surname Given name Position NIS per month FTE (%) Months employed (1st year) Months employed (2nd year) Months employed (3rd year) Months employed (4th year) Months employed (5th year) Months employed (6th year) 1 Savitsky Kinneret CEO 100% 12 12 12 12 12 12 2 Ron Hannah VP 100% 12 12 12 12 12 12 3 Kelper Leah VP 100% 12 12 12 12 12 12 4 To be determined 100% 12 12 12 12 12 5 Binyamin Eran Lab director 100% 12 12 12 12 12 12 6 Levin Chen Adm. Director 100% 12 12 12 12 12 12 7 Yunai Lilach Secretary 100% 12 12 12 12 12 12 8 9 Reserve for inflation 3% B Subcontractors: Company and service Total Personnel 1 Payments to members of advisory scientific council
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. ASSIGNMENT AGREEMENTAssignment Agreement • July 1st, 2011 • BioLineRx Ltd. • Pharmaceutical preparations
This Assignment Agreement, dated as of the 2 day of July, 2006 , (the “Effective Date”), is entered into by and between BioLineRx Ltd. (“BioLine”), BioLine Innovations Jerusalem, LP (“BIJ”), Bar-Ilan Research and Development Company Ltd. (“BIRAD”) and Ramot at Tel Aviv University Ltd. (“Ramot”, and together with BIRAD, the “Licensors”).
