MEDIWOUND LTD. PIGGY-BACK RIGHTS WAIVER

Exhibit 99.1

MEDIWOUND LTD.

PIGGY-BACK RIGHTS WAIVER

Reference is made to the Amended & Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), dated as of April 6, 2021, by and among MediWound Ltd. (the “Company”) and the shareholders of the Company listed on Schedule A thereto (the “Shareholders”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the A&R Registration Rights Agreement.

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on Form F-3 covering the offer, issuance and sale of $125,000,000 in the aggregate of securities by the Company, and the resale of 12,738,460 of the Company’s ordinary shares, par value NIS 0.01 per share, by certain selling shareholders (as so filed and as amended, the “Registration Statement”), which Registration Statement was declared effective by the Commission on June 3, 2022;

WHEREAS, pursuant to the Registration Statement, the Company intends to file a prospectus supplement to the Registration Statement with the Commission and engage in a registered direct public offering with X.X. Xxxxxxxxxx & Co., LLC (“Xxxxxxxxxx” or the “Placement Agent”) to act as our exclusive placement agent in connection with this offering, in an amount that will be determined based upon the market conditions at the time of the offering (the “Offering”);

WHEREAS, the Shareholders may be entitled to certain rights in connection with the Offering as set forth in the A&R Registration Rights Agreement, including without limitation, the rights related to a Piggy-Back Underwritten Offering, set forth in Section 2.2 thereof (the “Piggy-Back Rights”); and

WHEREAS, the Company and the undersigned Shareholders, constituting Shareholders holding a majority of the Shares held by Shareholders, desire to waive the Piggy-Back Rights and related notice rights as provided herein with respect to the proposed Offering.

NOW, THEREFORE, it is hereby agreed as follows:

1. WAIVER OF NOTICE.

The Shareholders hereby waive any and all rights to notice under the A&R Registration Rights Agreement with respect to the proposed Offering.

2. WAIVER OF PIGGY-BACK RIGHTS.

The Shareholders hereby waive the Piggy-Back Rights and all other related or similar rights under the A&R Registration Rights Agreement with respect to the proposed Offering, including any and all rights to request the inclusion of any number of Registrable Securities in such proposed Offering or in any prospectus supplement to the Registration Statement relating to the proposed Offering.

3. MISCELLANEOUS.

This Piggy-Back Rights Waiver will expire and will be of no further force and effect if the Offering is not completed by March 31, 2023.

Except to the extent specifically waived hereunder, the provisions of the A&R Registration Rights Agreement and the rights granted thereunder shall not be amended, modified, impaired, or otherwise affected hereby.

This Piggy-Back Rights Waiver may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute the same Piggy-Back Rights Waiver. This Piggy-Back Rights Waiver is being signed by each of the undersigned with respect to all Shares held by such Shareholder, as a Shareholder and for all other purposes. This Piggy-Back Rights Waiver is irrevocable and shall be effective with respect to all Shareholders and all affiliates, successors, heirs, personal representatives and assigns thereof. This Piggy-Back Rights Waiver shall be governed by and construed in accordance with the internal laws of the State of Israel without reference to its principles of conflict of laws that would result in the application of the laws of any other jurisdiction.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company and each undersigned Shareholder have executed this Piggy-Back Rights Waiver as of the dates set forth below.

		COMPANY:
		MEDIWOUND LTD.
		By:		/s/ Xxxx Xxxxx		By:		/s/ Xxxx Xxx - Xxxxx
		Name: Xxxx Xxxxx Title: CEO Date: February 2, 2023				Name: Xxxx Xxx - Xxxxx Title: CFO Date: February 2, 2023
		CLAL LIFE SCIENCES LP
		By:		/s/ Xxxxx Xxxxx		By:		/s/ Liat Nissan
		Name: Xxxxx Xxxxx Title: Date: February 2, 2023				Name: Liat Nissan Title: Date: February 2, 2023
		CLAL BIOTECHNOLOGY INDUSTRIES LTD.
		By:		/s/ Xxxxx Xxxxx		By:		/s/ Liat Nissan
		Name: Xxxxx Xxxxx Title: Date: February 2, 2023				Name: Liat Nissan Title: Date: February 2, 2023
		L.R. RESEARCH & DEVELOPMENT LTD.
		By:		/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx
		Title:
		Date: February 2, 2023
		/s/ Xxxx Xxxxxxxxx
		XXXX XXXXXXXXX
		Date: February 2, 2023