FIRST AMENDMENT TO STANDSTILL AND OPTION AGREEMENT
Exhibit
10.27(i)
FIRST
AMENDMENT TO STANDSTILL AND OPTION AGREEMENT
This
FIRST AMENDMENT TO STANDSTILL AND OPTION AGREEMENT (this “Amendment”) effective
22nd
day of October, 2009 (the “Effective
Date”), is made and entered into by and among Xxxxxx Healthcare
Corporation, a Delaware Corporation with a place of business at Xxx Xxxxxx
Xxxxxxx, Xxxxxxxxx, XX 00000 (“BHC”), Xxxxxx Healthcare S.A., a
corporation organized under the laws of Switzerland with a place of business at
Xxxxxxxxxxxxxxxx 000, 0000 Xxxxxxxxx (Xxxxxxx) Xxxxxxxxxxx (“BHSA”), Baxter Innovations GmbH, a
corporation organized under the laws of Austria with a place of business at
Xxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxx (“Innovations” and,
together with BHC and BHSA, “Baxter”) and Medgenics, Inc., a Delaware
corporation with a place of business at Xxxxxxxx Xxxxxxxx Xxxx, X.X. Xxx 00,
Xxxxxx 00000 Xxxxxx (“Medgenics”). Baxter and Medgenics are
each sometimes referred to herein as a “Party” and, collectively, as the
“Parties”.
BACKGROUND
WHEREAS,
BHC and Medgenics entered into that certain Standstill and Option Agreement
dated October 22, 2009 (the “Agreement”) pursuant
to which inter xxxx
Xxxxxx 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,
as the Agreement relates to activities typically conducted by Baxter through
certain of its European affiliates, BHC desires to include BHSA and Innovations
as Parties to the Agreement and BHSA and Innovations are willing to become
Parties to the Agreement.
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 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forth in Paragraph 2 below, such terms and provisions shall be deemed superseded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.
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2.
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Amendment of the
Agreement. The Agreement is hereby amended by deleting the preamble
in its entirety and inserting the following in its
place:
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“ THIS
STANDSTILL AND OPTION AGREEMENT (this “Agreement”) is made
and entered into this 22nd day of
October, 2009 (the “Effective Date”), by
and among Xxxxxx Healthcare Corporation, a Delaware Corporation with a place of
business at Xxx Xxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000 (“BHC”), Xxxxxx Healthcare
S.A., a corporation organized under the laws of Switzerland with a place of
business at Xxxxxxxxxxxxxxxx 000, 0000 Xxxxxxxxx (Xxxxxxx) Xxxxxxxxxxx (“BHSA”), Baxter
Innovations AG, a corporation organized under the laws of Austria with a place
of business at Xxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxx (“Innovations” and,
together with BHC and BHSA,
“Baxter”) and
Mcdgenics, Inc., a Delaware corporation with a place of business at Xxxxxxxx
Xxxxxxxx Xxxx, X.X. Xxx 00, Xxxxxx 00000 Xxxxxx (“Medgenics”). Baxter
and Medgenics arc each sometimes referred to herein as a “Party” and,
collectively, as the “Parties”.”
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3.
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Effectuation.
The amendment to the Agreement contemplated by this Amendment shall be
deemed effective as of the date first written above upon the full
execution of this Amendment and without any further action required by the
Parties hereto. There arc no conditions precedent or subsequent to the
effectiveness of this Amendment.
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4.
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Counterparts.
This 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
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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IN
WITNESS WHEREOF, the Parties hereto have duly executed this First Amendment as
of the date first above written.
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XXXXXX
HEALTHCARE CORPORATION
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MEDGENICS,
INC
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By:
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/s/ Xxx X. Xxxxxxxx |
By:
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/s/
Xxxxxx X. Xxxxxxxx
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Name:
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Xxx
X. Xxxxxxxx
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Name:
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Xxxxxx X. Xxxxxxxx | |
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Title:
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CVP/President
Bioscience
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Title:
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CEO | |
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XXXXXX
HEALTHCARE S.A.
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By:
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/s/
Xxxxxxx Xxxxxxxx xx Xxxxx
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Name:
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Xxxxxxx
Xxxxxxxx xx Xxxxx
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Title:
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Corporate
Counsel
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By:
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/s/
Xxxxxx Xxxxxx
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Name:
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Xxxxxx
Xxxxxx
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Title:
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Corporate
Counsel
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BAXTER
INNOVATIONS GmbH
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By:
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/s/
Xxxxxxxxx Xxxxxx
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Name:
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Xxxxxxxxx
Xxxxxx
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Title:
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Corporate
Counsel
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