AMENDMENT AGREEMENT
EXHIBIT
10.11
THIS
AMENDMENT AGREEMENT, dated as of the 7th day of March, 2006, (the "Effective Date"), is entered into by and
between BioLineRx Ltd. ("BioLine"), Bar-Ilan Research
and Development Company Ltd. ("BIRAD") and Ramot at Tel Aviv
University Ltd. ("Ramot", and together with
BIRAD, the
"Licensors").
WHEREAS,
BioLine and the Licensors entered into that certain Research and License
Agreement dated as of April 15, 2004 (the "Research and License
Agreement"); and
WHEREAS,
BioLine and the Licensors entered into an amendment agreement dated June 2004
(the "First Amendment Agreement") to
amend the Research and License Agreement; and
WHEREAS,
BioLine and the Licensors desire to further amend the Research and License
Agreement as set out herein;
NOW,
THEREFORE, the parties agree as follows:
1.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Research and License Agreement.
2.
Section 1.21 of the Resarch and License Agreement shall be deleted in its
entirety and replaced with the following:
"1.21
"Licensed Product" shall mean any
of the following:
(i)
any therapeutic product that comprises, contains or incorporates Licensor
Technology; or
(ii)
Any therapeutic product that comprises, contains, or incorporates any compound
that is covered by a Valid Patent Claim under the Joint Patent
Rights.
3. The
following new Section 1 .41 shall be added following Section 1.40:
"1.41
"Valid Patent Claim " shall mean a
claim of a Licensed Patent Right for as long as such claim shall not have
expired or been held invalid in a final non appealable court judgment or patent
office decision in the relevant jurisdiction, or an appeal for it has not been
filed within the time
allowed for an appeal.
4.
The following shall be added at the end of the last sentence of section
5.1:
"..., and
subject further, to the
rights of employees, students and other researchers of TAU and BIU to practice
and utilize such rights and licenses solely for academic research purposes
within TAU and BIU (the "Academic Research"). Notwithstanding the foregoing, any
in vivo experimentation
that may be included within the scope of
Academic Research that is conducted by, or on behalf of Ramot or BIRAD, shall
require the prior written approval of BioLine if and to the extent that such
research involves in vivo
experimentation of compounds that are currently being developed as
Licensed Products by BioLine, such approval not to be unreasonably delayed or
withheld. For the removal of doubt, Ramot, Tel Aviv University, BIRAD and BIU
shall not obtain funding for Academic Research from any party on terms that (i)
give such party any rights to the Licensed Technology that are inconsistent with
the rights granted to BioLine hereunder, or (ii) limit in any manner the scope
or terms of the license and rights granted to BioLine hereunder.
5. Except
as amended pursuant to this Amendment Agreement, the terms of the Research and
License Agreement and the First Amendment Agreement shall remain in full force
and effect.
[Remainder
of page intentionally left blank Signature page
follows.]
IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first written above.
|
Ramot
at Tel Aviv Univ ty Ltd.
|
|
By:
/s/ Ze’xx Xxxxxxxx, Ph.D.
|
|
Name:
Ze’xx Xxxxxxxx, Ph.D.
|
|
Title:
Executive Vice President, Business Development
|
|
By:
/s/ Xxxx Xxxxxxx
|
|
Name:
Xxxx Xxxxxxx
|
|
Title:
Vice President, Finance and Corporate Development
|
|
Bar-Ilan
Research and Development
|
|
By:
/s/ Xxxxxxx Xxxxx
|
|
Name:
Xxxxxxx Xxxxx
|
|
Title:
C.E.O. Bar-Ilan Research & Development Company
Ltd.
|
We, the
undersigned, hereby confirm that we have read the Amendment Agreement,
that its
contents are acceptable to us and that we will act in accordance with its
terms.
|
/s/ lrit Gil-Ad
|
|
|
Dr.lrit
Gil-Ad
|
|
|
/s/ Xxxxxxx Xxxxxxx
|
|
|
Xxxxxxxxx
Xxxxxxx Xxxxxxx
|
|
|
/s/ Xxx Xxxxxxxx
|
|
|
Xx.
Xxx Xxxxxxxx
|
|
|
/s/ Xxxxxxx Xxxxxxxx
|
|
|
Xxxxxxxxx
Xxxxxxx Xxxxxxxx
|
