THIRD AMENDMENT TO STANDSTILL AND OPTION AGREEMENT
Exhibit
10.27(iii)
THIRD
AMENDMENT TO STANDSTILL AND OPTION AGREEMENT
This
THIRD AMENDMENT TO STANDSTILL AND OPTION AGREEMENT (this “Third Amendment”) effective
this 20th day of October, 2010 (the “Effective Date”), is
made and entered into by and among ▇▇▇▇▇▇ Healthcare Corporation, a Delaware
Corporation with a place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(“BHC”), ▇▇▇▇▇▇ Healthcare S.A.,
a corporation organized under the laws of Switzerland with a place of business
at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇) ▇▇▇▇▇▇▇▇▇▇▇ (“BHSA”), ▇▇▇▇▇▇
Innovations GmbH, a corporation organized under the laws of Austria with a place
of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“Innovations” and, together with BHC
and BHSA, “Baxter”) and Medgenics, Inc., a Delaware corporation with a place of
business at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (“Medgenics”). Baxter
and Medgenics are each sometimes referred to herein as a “Party” and,
collectively, as the “Parties”.
BACKGROUND
WHEREAS,
Baxter and Medgenics entered into that certain Standstill and Option Agreement
dated October 22, 2009 as amended by that certain First Amendment to Standstill
and Option Agreement dated October 22, 2009, and further amended by that certain
Second Amendment to Standstill and Option Agreement dated December 29, 2009 (as
amended, the “Agreement”) pursuant
to which inter ▇▇▇▇
▇▇▇▇▇▇ agreed to fund certain research and development activities to be
conducted by Medgenics relating to the application of Medgenics' Biopump
Technology to produce human Factor VIII (hFVIII) protein; and
WHEREAS,
the Parties wish to extend the Standstill Period for an additional six (6)
months pursuant to Section 2.b. of the Agreement without any further Development
Funding (as such term is defined in the Agreement) to be paid by Baxter to
Medgenics during such extension.
NOW,
THEREFORE, in consideration of the foregoing and such other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
AGREEMENT
1. Incorporation of the
Agreement. All capitalized terms which are not defined herein shall have
the same meanings as set forth in the Agreement, and the Agreement, to the
extent not inconsistent with this Third Amendment, is incorporated herein by
this reference as though the same was set forth in its entirety. To the extent
any terms and provisions of the Agreement are inconsistent with the amendments
set forth in Paragraph 2 below, such terms and provisions shall be deemed
superseded hereby. Except as specifically set forth herein, the Agreement shall
remain in full force and effect and its provisions shall be binding on the
Parties hereto.
2. Amendment of the
Agreement. The Agreement is hereby amended as follows:
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▇.
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and Medgenics hereby agree to extend the Standstill Period for an
additional six (6) months, as set forth in Section 2.b. of the Agreement,
from October 22, 2010 through April 21, 2011 (the “Extended Standstill
Period”). The Parties further agree that Baxter (a) has no liability to
Medgenics and does not owe Medgenics for any amount of Development Funding
prior to the Extended Standstill Period, and (b) will not be responsible
for any Development Funding or any other amounts under the Agreement
during the Extended Standstill
Period.
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b.
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Section 3.a. is
hereby amended by deleting the last sentence of such Section 3.a. in
its entirety and replacing it with the following
sentence:
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“Baxter
shall not be responsible for any additional payments (including but not limited
to Development Funding).”
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c.
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Section 3.d. is
hereby amended by deleting the section in its entirety and replacing it
with the following language:
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“d.
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If
and when Medgenics achieves the target in vitro performance milestone as
set forth in the Development Plan (the “In Vitro
Milestone”), Medgenics shall deliver written notice to Baxter of
such achievement. If and when Medgenics achieves the target animal
performance milestone as set forth in the Development Plan (the “Animal
Milestone”), Medgenics shall deliver written notice to Baxter of
such achievement.”
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3.
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Effectuation. The amendment to
the Agreement contemplated by this Third Amendment shall be deemed
effective as of the date first written above upon the full execution of
this Third Amendment and without any further action required by the
Parties hereto. There are no conditions precedent or subsequent to the
effectiveness of this Third
Amendment.
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4.
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Counterparts.
This Third Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. One or more counterparts of this
Third Amendment may be delivered by facsimile, with the intention that
delivery by such means shall have the same effect as delivery of an
original counterpart thereof.
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[Signature
Page Follows]
[Signature Page to Third
Amendment]
IN
WITNESS WHEREOF, the Parties hereto have duly executed this Third Amendment as
of the date first above written.
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HEALTHCARE CORPORATION
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/s/ ▇.
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By:
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/s/ ▇▇▇▇▇▇ ▇.
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| Name: |
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Name:
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▇▇▇▇▇▇ ▇.
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| Title: |
CVP,
President Bioscience
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Title:
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CEO
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HEALTHCARE S.A.
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇
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Title:
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Sr. Counsel
ECEMEA
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ | |||
| Title: | VP Business Development & Strategy | |||
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INNOVATIONS GmbH
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
M.D.
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Name:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
M.D.
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Title:
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VP, Global R&D, Baxter
BioScience
Managing Director, ▇▇▇▇▇▇
Innovations GmbH
Member of the Board of
Directors, ▇▇▇▇▇▇ ▇▇
15/11/10
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By:
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/s/
Friedrich Schelflinger, Ph.D.
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Name:
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Friedrich
Schelflinger, Ph.D.
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Title:
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Vice
President
TA
Hemophilia/Hematology
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Innovations GmbH
15/11/10
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