[*] Represents material that has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT
(FOR PANCREATIC CANCER STUDY)
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”.
A. BioLineRx is developing the BioLineRx Compound (as defined below) for the treatment of certain tumor types.
B. Merck is developing the Merck Compound (as defined below) for the treatment of certain tumor types.
C. BioLineRx desires
to sponsor a clinical trial in which the BioLineRx Compound and the Merck Compound would be dosed concurrently or in combination.
D. Merck and BioLineRx, consistent with the terms of this Agreement, desire to collaborate as more fully described herein, including by providing the Merck Compound and the BioLineRx Compound for the Study (as defined below).
NOW, THEREFORE, in consideration of the premises and of the following mutual promises, covenants and conditions, the Parties, intending to be legally bound, mutually agree as follows:
For all purposes of this Agreement, the capitalized terms defined in this Article 1 and throughout this Agreement shall have the meanings herein specified.
1.1 “Affiliate” means, with respect to either Party, a firm, corporation or other entity which directly or indirectly owns or controls said Party, or is owned or controlled by said Party, or is under common ownership or control with said Party. As used in this Section 1.1, the word “control” means (i) the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities of a legal entity, or (ii) possession, directly or indirectly, of the power to direct the management or policies of a legal entity, whether through the ownership of voting securities, contract rights, voting rights, corporate governance or otherwise.
1.2 “Agreement” means this agreement, as amended by the Parties from time to time, and as set forth in the preamble.