FOURTH AMENDMENT TO STANDSTILL AND OPTION AGREEMENT

 

2.

Amendment of the Agreement. The Agreement is hereby amended as follows:

 

a.

From and after the date of this Fourth Amendment, the provisions set forth in the entirety of Section 2.b. of the Third Amendment shall no longer be in force or effect. The Parties agree that Baxter will make the payment pursuant to the terms and conditions set forth in subsection (d) of this Fourth Amendment. Notwithstanding the foregoing, except as expressly set forth in subsection (d) or, if applicable, subsection (e) of this Fourth Amendment, Medgenics agrees that Baxter has no financial obligation to Medgenics.

 

b.

Promptly following the Effective Date of this Fourth Amendment, Baxter will return to Medgenics the two incubators previously used for shipment of hFVIII biopumps. Promptly after receipt of such incubators, Medgenics will use the incubators to ship to Baxter’s facilities in Vienna, Austria 20 biopumps developed by Medgenics (consisting of 17 hFVIII biopumps and 3 EPO biopumps) (the “June Biopumps”). Medgenics shall use its reasonable good faith efforts to ship the June Biopumps to Baxter within three weeks of the date that Medgenics receives the incubators from Baxter. In the event that any of the June Biopumps shall arrive damaged, Baxter shall immediately notify Medgenics and the parties will in good faith determine whether new biopumps are required and also determine whether the proposed experiments and related timing should be altered in any way.

 

c.

Upon receipt of, the June Biopumps, Baxter shall perform certain experiments using the June Biopumps in SCID mice as outlined on Exhibit A attached hereto (the “Baxter SCID Experiments”). The JSC shall make such necessary adjustments in the proposed experimental plan set forth on Exhibit A as the parties determine is appropriate. Baxter shall use its good faith reasonable efforts to complete the Baxter SCID Experiments within eight (8) weeks following Baxter’s receipt of the June Biopumps (and the date on which the Baxter SCID Experiments are actually completed shall be referred to as the “Validation Completion Date”). The parties shall update each other on the progress of the work herunder on a monthly basis or as otherwise deemed appropriate by the parties. Promptly following the Validation Completion Date, Baxter shall provide to Medgenics a report, in reasonable detail, setting forth the results of the Baxter SCID Experiments and Medgenics will promptly provide to Baxter a report, in reasonable detail, setting forth the results of the SCID mouse experiments conducted by Medgenics.

 

d.

Baxter shall pay to Medgenics $75,000 for preparation of the June Biopumps within 60 (sixty) days upon receipt of an invoice. Medgencis shall issue the invoice within ten (10) days of delivery of the June Biopumps to Baxter pursuant to clause b above.

 

e.

The Agreement, as amended hereby, shall terminate five (5) days after the earlier of (i) Validation Completion Date and (ii) September 30, 2011, unless Baxter shall have delivered the Option Notice as provided in Section 4.b. of the Agreement on or prior to end of such 5-day period and within forty-five (45) days of the delivery of the Option Notice, Baxter shall make payment of the Option Payment. The Parties agree that Medgenics shall not be obligated to perform any obligations or refrain from taking any actions under Section 2.a. of the Agreement from and after the Expiration Date until and unless the Negotiation Period is commenced as provided in Section 4.c. of the Original Agreement. Notwithstanding the foregoing, nothing in this Fourth Amendment shall amend, modify or limit the Parties obligations under Section 3.f. or the MCDA.

 

g.

The Parties have entered into a Mutual Confidential Disclosure Agreement,dated March 17, 2009 (as the same may be amended, MCDA). Unless and until the Parties execute a definitive agreement relating to any Further Transaction, all information exchanged by the Parties meeting the definition of “Confidential Information” as set forth in Section 1(a) of the MCDA will be deemed to be “Confidential Information” covered by the terms of the MCDA.

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