Standstill and Option Agreement Sample Contracts

Contract
Standstill and Option Agreement • July 6th, 2011 • Medgenics, Inc. • Biological products, (no disgnostic substances)

This FOURTH AMENDMENT TO STANDSTILL AND OPTION AGREEMENT (this “Fourth Amendment”) effective this 6th day of June, 2011 (the “Effective Date”), is made and entered into by and among Baxter Healthcare Corporation, a Delaware Corporation with a place of business at One Baxter Parkway, Deerfield, IL 60015 (“BHC”), Baxter Healthcare S.A., a corporation organized under the laws of Switzerland with a place of business at Thurgauerstrasse 130, 8152 Glattpark (Opfikon) Switzerland (“BHSA”), Baxter Innovations GmbH, a corporation organized under the laws of Austria with a place of business at Industriestrasse 67, 1221 Vienna, Austria (“Innovations” and, together with BHC and BHSA, “Baxter”) and Medgenics, Inc., a Delaware corporation with a place of business at Teradion Business Park, P.O. Box 14, Misgav 20179 Israel (“Medgenics”). Baxter and Medgenics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

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FIRST AMENDMENT TO STANDSTILL AND OPTION AGREEMENT
Standstill and Option Agreement • December 16th, 2010 • Medgenics, Inc. • Biological products, (no disgnostic substances)

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 Baxter Healthcare Corporation, a Delaware Corporation with a place of business at One Baxter Parkway, Deerficld, IL 60015 (“BHC”), Baxter Healthcare S.A., a corporation organized under the laws of Switzerland with a place of business at Thurgauerstrasse 130, 8152 Glattpark (Opfikon) Switzerland (“BHSA”), Baxter Innovations GmbH, a corporation organized under the laws of Austria with a place of business at Industriestrasse 67, 1221 Vienna, Austria (“Innovations” and, together with BHC and BHSA, “Baxter”) and Medgenics, Inc., a Delaware corporation with a place of business at Teradion Business Park, P.O. Box 14, Misgav 20179 Israel (“Medgenics”). Baxter and Medgenics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

THIRD AMENDMENT TO STANDSTILL AND OPTION AGREEMENT
Standstill and Option Agreement • December 16th, 2010 • Medgenics, Inc. • Biological products, (no disgnostic substances)

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 Baxter Healthcare Corporation, a Delaware Corporation with a place of business at One Baxter Parkway, Deerfield, IL 60015 (“BHC”), Baxter Healthcare S.A., a corporation organized under the laws of Switzerland with a place of business at Thurgauerstrasse 130, 8152 Glattpark (Opfikon) Switzerland (“BHSA”), Baxter Innovations GmbH, a corporation organized under the laws of Austria with a place of business at Industriestrasse 67, 1221 Vienna, Austria (“Innovations” and, together with BHC and BHSA, “Baxter”) and Medgenics, Inc., a Delaware corporation with a place of business at Teradion Business Park, P.O. Box 14, Misgav 20179 Israel (“Medgenics”). Baxter and Medgenics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

STANDSTILL AND OPTION AGREEMENT
Standstill and Option Agreement • December 24th, 2009 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • Colorado

This Agreement is made and entered into between Perlegen Sciences Inc., having its principal office at 309 University Dr., Menlo Park CA, USA (hereinafter “Grantor”), and Genetic Technologies Limited ACN 009 212 328, having its principal office at 60-66 Hanover Street, Fitzroy, Victoria, Australia 3065 (hereinafter “Grantee”).

STANDSTILL AND OPTION AGREEMENT
Standstill and Option Agreement • December 16th, 2010 • Medgenics, Inc. • Biological products, (no disgnostic substances) • Illinois

THIS STANDSTILL AND OPTION AGREEMENT (this “Agreement”) is made and entered into this 22nd day of October, 2009 (the “Effective Date”), by and between Baxter Healthcare Corporation, a Delaware Corporation with a place of business at One Baxter Parkway, Deerfield, IL 60015 (“Baxter”) and Medgenics, Inc., a Delaware, corporation with a place of business at Teradion Business Park, P.O. Box 14, Misgav 20179 Israel (“Medgenics”). Baxter and Medgenics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

SECOND AMENDMENT TO STANDSTILL AND OPTION AGREEMENT
Standstill and Option Agreement • December 16th, 2010 • Medgenics, Inc. • Biological products, (no disgnostic substances)

This SECOND AMENDMENT TO STANDSTILL AND OPTION AGREEMENT (this “Second Amendment”) effective this 29th day of December, 2009 (the “Effective Date”), is made and entered into by and among Baxter Healthcare Corporation, a Delaware Corporation with a place of business at One Baxter Parkway, Deerfield, IL 60015 (“BHC”), Baxter Healthcare S.A., a corporation organized under the laws of Switzerland with a place of business at Thurgauerstrasse 130, 8152 Glattpark (Opfikon) Switzerland (“BHSA”), Baxter Innovations GmbH, a corporation organized under the laws of Austria with a place of business at Industriestrasse 67, 1221 Vienna, Austria (“Innovations” and, together with BHC and BHSA, “Baxter”) and Medgenics, Inc., a Delaware corporation with a place of business at Tcradion Business Park, P.O. Box 14, Misgav 20179 Israel (“Medgenics”). Baxter and Medgenics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

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