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PROTALIX BIOTHERAPEUTICS, INC. filed this Form S-8 on 06/08/2018
Entire Document



·an act or omission committed with intent to derive illegal personal benefit; or


·a fine, civil fine, monetary sanction or ransom levied against the office holder.


Under the Israeli law, exculpation, indemnification, and insurance of office holders must be approved by the board of directors of Protalix Ltd. and, in respect of directors of Protalix Ltd., also by the shareholders of Protalix Ltd. Such approvals were properly obtained.


Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors and officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. With respect to insurance and indemnification for liabilities and expenses arising under the Israeli Securities Law, such insurance and indemnification is permissible only to the extent described in this Item 6.


Item 7.Exemption from Registration Claims.


Not applicable.


Item 8.Exhibits.


  Exhibit Description  Method of Filing
4.1  Protalix BioTherapeutics, Inc. Amended & Restated 2006 Stock Incentive Plan   (Incorporated herein by reference to Appendix B to our Definitive Proxy Statement on Schedule 14A (File No. 001-33357), filed with the Commission on March 6, 2018)
5.1  Opinion of Mayer Brown LLP, New York, New York as to the legality of the securities being registered  Filed herewith
23.1  Consent of Mayer Brown LLP, New York, New York (included in Exhibit 5.1)  Filed herewith
23.2  Consent of Kesselman & Kesselman, Certified Public Accountant (Isr.), a member of PricewaterhouseCoopers International Limited, independent registered public accounting firm for the Registrant  Filed herewith
24.1  Power of Attorney (included on signature page)  Filed herewith