Amended and Restated Agreement between Protalix Ltd. and Comercio e Servios Ltda. dated June 17, 2013

1.1.

Upon the terms and subject to the conditions set forth herein, and in reliance on ATME’s representations and warranties contained herein and in the Certification attached hereto as Exhibit A (the “Certification”), Protalix hereby agrees to pay ATME five percent (5%) of its Proceeds under the 2013 Contract and four percent (4%) of its Proceeds under the Other Contract/s (collectively, the “Fees”). For purposes of this Section, “Proceeds” shall mean the revenue for supply of Product(s) actually collected and recognized by Protalix from Fiocruz pursuant to the applicable Contract in accordance with US GAAP or any other accounting practice adopted by Protalix from time to time, after deduction of any commissions or royalties payable to third parties in respect to any activities under the applicable Contract and any amounts refunded for Product returns. For the avoidance of doubt, no (i) amounts paid to Protalix in reimbursement of expenses or for technical services performed pursuant to the applicable Contract; (ii) revenue collected or recognized by Protalix for Product supplied (or agreed to be supplied) at cost and not pursuant to Section 7 of the 2013 Contract (or any similar provision of any other Contract); or (iii) revenue collected or recognized by Protalix for Product supplied (or agreed to be supplied) prior to the date of this Agreement, shall be included in the definition of “Proceeds” under this Agreement. Notwithstanding the foregoing, in the event of a material change in the economic terms of the applicable Contract, the Parties will negotiate in good faith to adjust the Fees to reflect such change in economic terms.

1.2.

The Fees constitute the sole and entire consideration and compensation which ATME is entitled to receive for the Services (and, except to the extent expressly agreed in writing by Protalix and ATME, any other services provided to Protalix by ATME, or any employee or principal thereof, to the extent related to the Product(s) in the Territory). Protalix shall not be required to reimburse ATME for any costs or expenses incurred by ATME in connection with this Agreement, the Services or otherwise, all of which shall be ATME’s sole responsibility.

2.

Terms of Payment

2.1.

Payment of Fees, if any shall have become payable, shall be made within [***] after Protalix receipt of any payment from FIOCRUZ with respect to Proceeds. Protalix shall provide ATME with a quarterly report which shall set forth the amount of Proceeds in respect of the preceding quarter.

2.2.

The Fees shall be paid in the same currency as the Proceeds and shall be inclusive of all sales and other taxes and fees, which shall be borne by ATME.

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2.3.

If Protalix is required by applicable law to make any tax deduction, tax withholding or similar payment or withholding from any amount paid or payable by Protalix hereunder, including but not limited to on account of income tax, tax on profit or any other taxes or fees imposed on ATME (“Withholding Tax”), then Protalix shall notify ATME of this requirement and shall deduct the Withholding Tax from the payments referred to above, as prescribed by applicable law and shall not be required to “gross-up” or otherwise increase any such payments to accommodate for such Withholding Tax.

2.4.

Notwithstanding anything to the contrary herein, Protalix shall be obligated to pay the Fees only (i) after ATME has obtained and secured all consents, permits, licenses and approvals, if any, required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, and provided copies thereof to Protalix, [***].

3.

Termination

(a)

This Agreement (i) shall automatically terminate (with respect to the applicable Contract, or as a whole if in relation to all existing Contracts) upon the termination of the applicable Contract for any reason and (ii) may be terminated by Protalix by notice to ATME if the representation or warranty of ATME in Section 7.2.3, 7.2.4 or 7.2.5 shall have been or be inaccurate in any material respect or ATME shall have failed to perform or comply in any material respect with any covenant of ATME contained herein

(b)

Without limiting the generality of paragraph 3(a) and for the avoidance of doubt, Protalix may terminate this Agreement, effective immediately upon notice by Protalix to ATME, if (i) Protalix determines, based on information from sources it reasonably believes are credible, that any representation, warranty or other statement contained in the Certification is inaccurate in any material respect or (ii) ATME shall have failed to perform or comply in any material respect with any covenant or agreement of ATME set forth in the Certification.

(c)

Upon termination of this Agreement in accordance with its terms, all rights and duties of the parties hereunder shall cease, except that (i) ATME shall be entitled to payment of Fees in accordance with the provisions of Section 3 above to the extent such Fees became payable prior to the effective date of termination and provided such termination was not pursuant to clause (ii) of paragraph (a) or pursuant to paragraph (b) of this Section 3, (ii) the provisions of Section 4 below shall survive any such termination and (iii) such termination shall not relieve a party from liability for breach prior to such termination of any representation, warranty, covenant or agreement set forth herein.

7.1.

ATME acknowledges that it has been advised that Protalix is a party to the Pfizer Agreement which addresses, inter alia,  Protalix’s rights to register, manufacture, market, distribute and sell the Product in the Territory, and that it is subject to certain restrictions thereunder. ATME hereby represents and warrants to Protalix, and covenants with Protalix, that it shall not have any claim against Protalix, of any nature, in respect of the exercise, by Pfizer, of its rights under the Pfizer Agreement, regardless of whether ATME was previously informed of such rights or not;

7.2.

ATME hereby further represents and warrants to Protalix, and covenants with Protalix, that

7.2.1.

it does not have any pre-existing obligations that are inconsistent with this Agreement;

7.2.2.

so long as ATME remains entitled to receive Fees hereunder, it shall not render services to any other person or entity to facilitate, directly or indirectly, the promotion, marketing or sale in Brazil of any product for the treatment of Gaucher Disease or any other Product covered under any Contract.

7.2.3.

in its performance of the Services and otherwise in connection with its activities, communications and other conduct relating, directly or indirectly, to any Contract or this Agreement, it has complied, and shall comply, with all, and has not taken and shall not take any action that would cause Protalix to violate any, (i) applicable laws and regulations,  including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), including but not limited to acquiring and maintaining any consents, permits, licenses and approvals and fulfilling any reporting requirements which may be applicable to the Services or this Agreement, in the Territory, and (ii) of Pfizer’s Anti-Bribery and Anti-Corruption Principles set forth on Appendix 10.1(t) of the Pfizer Agreement, a copy of which is attached hereto as Exhibit B (for this purpose substituting throughout such document “Protalix” for “Pfizer” in each place that the word “Pfizer” appears (the “Principles”));

7.2.4.

the representations, warranties and other statements contained in the Certification are true and correct, and ATME has performed and complied, and will perform and comply, with the covenants and agreements of ATME set forth therein.

7.2.5.

it has not employed or utilized as a subcontractor or otherwise, does not currently employ or utilize as a subcontractor or otherwise, and will not employ or utilize as a subcontractor or otherwise, any person that has been debarred or has otherwise been disqualified or suspended from performing scientific or clinical investigations or otherwise subjected to any restrictions or sanctions by the ANVISA or any other Governmental Authority or professional body with respect to the performance of scientific or clinical investigations, or any person finally convicted of a criminal offense, with no existing rights to appeal such conviction, in relation to: (i) the development or approval (including the process for development or approval) of an abbreviated drug application; (ii) the development or approval of any drug product or otherwise relating to the regulation of any drug product; or (iii) bribery payment of illegal gratuities, fraud, perjury, racketeering, blackmail, extortion, falsification or destruction of records or interference with, obstructions of an investigation into a prosecution of any criminal offense; and

7.2.6.

[***]

7.2.7.

Protalix will allow ATME or independent accounting firm or law firm designated by Protalix, periodic, but not less than annually, access to Protalix’s relevant books and records for the purpose of confirming the accuracy of the quarterly reports provided by Protalix to ATME hereunder.

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[***] Redacted pursuant to confidential treatment request.

7.3.

ATME shall provide Protalix with an updated executed copy of the Certification annually for five (5) years after the execution of the 2013 Contract.

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7.4.

[***]

8.1.

ATME hereby agrees that neither ATME nor [***] and/or any of their affiliates, principals, officers, directors, employees, owners, family members, agents, contractors, or consultants, whether such persons are acting independently or as agents of [***] and/or ATME (each such person or entity, together with [***] and/or ATME, an “ATME Person”) will assert any claims against Pfizer for which Protalix has indemnified Pfizer pursuant to Protalix's agreement to indemnify Pfizer against any claims asserted by any ATME Person and certain other claims relating to Protalix's relationship and interactions with ATME (the “Pfizer Indemnification”).

8.2.

ATME shall indemnify, defend and hold Protalix and its affiliates, and their respective directors, officers, shareholders, representatives, agents, successors, assigns, licensors and employees harmless from and against all liability, claims, losses, damages, causes of actions, and costs and expenses (including reasonable attorney’s fees) resulting from or arising out of (a) any acts or omissions of ATME in connection with ATME’s performance of the Services, (b) the inaccuracy or breach of any representation, warranty, covenant or agreement made by ATME in this Agreement or in the Certification or the Principles, (c) any acts or omissions of ATME or of any principal, owner, affiliate, officer, director, employee, contractor, consultant or agent of ATME that are inconsistent with ATME's agreement not to assert claims against Pfizer set forth in Section 8.1 above, (d) any inquiry, investigation, litigation or proceeding by a governmental authority or third party regarding any ATME Person in connection with the commercialization of the Product in Brazil by Protalix, any Contract, or any other actions of an ATME Person on behalf of Protalix, or (e) any amounts Protalix is required to pay to Pfizer under the Pfizer Indemnification. The provisions of this Section 8 shall survive any termination of this Agreement.

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9.

Notices