EXHIBIT 10.35

     

     

    Sudbrook
Associates LLP

    Healthcare
Corporate Advisors

    Russett
House

    6
The Drive

    Cobham

    KT11
2JQ

    


    


    
      Strictly
Private and Confidential

    

    
      


    

    
      


    

    
      Dear
Sirs,

    

    
      


    

    
      1.
Engagement

    

    
      


    

    
      We write
this engagement letter agreement (this “Agreement”) to confirm the terms on
which Sudbrook Associates LLP (“Sudbrook” or “us”) has been engaged (“the
Engagement”) by Medgenics, Inc. (the “Company” or “you”) to act as its sole
corporate finance advisor in order to provide the services described herein
during the period of the Engagement.

    

    
      


    

    
      2.
Scope of Work

    

    
      


    

    
      Sudbrook
will provide the services detailed in Part 1 of Schedule 1 to the
Company in regard to the Company’s proposed transaction with Shire Plc (the
“Transaction”):

    

    
      


    

    
      3.
Exclusive Engagement

    

    
      


    

    
      3.1           During
the period of the Engagement (“the Engagement Period”), the Company will not
appoint any third party as an additional corporate finance advisor in relation
to the Transaction.

    

    
      


    

    
      3.2           If
the Company does not wish to proceed with a Transaction during the Engagement
Period and within 6 months of the date of termination or expiration of this
Engagement it or any of its affiliates enters into or completes a transaction
having similar terms and effect to the Transaction, the Company will pay
Sudbrook the fees as and when provided in Part 2 of Schedule 1 after the
successful closing of that transaction.

    

    
      


    

    
      4.
Remuneration

    

    
      


    

    
      4.1           Following
the successful closing of a Transaction, the Company agrees to pay Sudbrook the
fees as and when provided in Part 2 of Schedule 1 and to pay the reasonable
expenses incurred by Sudbrook in accordance with paragraph
4.2.

    

    
      


    

    
      
        	
                4.2

              	
                Unless
      otherwise agreed, the Company must pay all reasonable costs, charges and
      expenses (together “Expenses”) in connection with the Transaction or the
      Engagement including all reasonable out of pocket expenses incurred by
      Sudbrook (including roadshow, travel and hotel expenses), all stamp duty,
      stamp

              


      

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                 
      

              	
                duty
      reserve tax and any other stamp, transfer or registration duty or tax and
      any related fines, costs penalties or interest otherwise payable in
      connection with the Transaction (save for any such fines, costs penalties
      or interest incurred as a result of any acts or omissions of Sudbrook);
      all fees, commissions, costs, charges and expenses payable to the FSA, the
      LSE or any other exchange or regulatory or similar body; the reasonable
      fees, commissions, costs, charges and expenses of all legal, accountancy,
      and other advisors, receiving bankers, depositories, custodians and
      registrars engaged by the Company; and all printing, postage and
      advertising expenses required for the Transaction. Any individual costs
      and/or Expenses which are anticipated to exceed £500 require the prior
      written approval of the Company before being incurred by Sudbrook.
      Expenses incurred under this paragraph 4.2 shall be reimbursed within 30
      days after receipt of detailed invoice
therefor.

              


      

    

    
      


    

    
      5.
Authorities

    

    
      


    

    
      5.1           Sudbrook
is authorised by the Company to do all reasonable things which are necessary or
desirable to carry out the Engagement (including acting as the Company’s agent
or through agents, which may include Sudbrook’s officers, partners or employees
provided the Company has given its prior written approval in relation to such
actions as agents) or to comply with applicable law. The Company agrees to
ratify and confirm everything lawfully done in the exercise of this authority.
Notwithstanding anything to the contrary contained herein, Sudbrook shall have
no authority to enter into any agreements, documents or consents related to the
Transaction on behalf of the Company. The Company shall have the sole right to
approve, accept or reject any and all terms related to the
Transaction.

    

    
      


    

    
      5.2           Sudbrook
can assume that instructions have been properly authorised by the Company if
they are given in writing by the Company’s Chairman or CEO.

    

    
      


    

    
      6.
Confidentiality

    

    
      


    

    
      6.1           All
material non-public information that is furnished to Sudbrook by or on behalf of
the Company during the term of the Engagement will be used by Sudbrook solely
for the purposes of the Engagement and will be treated confidentially and will
be subject to the confidentiality provisions set forth on Schedule 3 attached
hereto.

    

    
      


    

    
      6.2           Sudbrook’s
obligations under this Paragraph 6 relating to other information, other than
technical information (as set out below), shall remain in effect throughout the
term of this Agreement and any renewal hereof and for a period of three years
after the termination of this Agreement. For technical information related to
the development, design and manufacture of the Company’s products, this Section
6 shall remain in effect

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      throughout
the term of this Agreement and any renewal hereof and for a period of six years
after the termination of this Agreement.

    

    
      


    

    
      7.
Information provided by the Company

    

    
      


    

    
      Sudbrook
shall be entitled to rely upon the accuracy and completeness of all information
provided by the Company and is not required to conduct a physical inspection or
audit of any of the properties, assets or liabilities of the Company or anyone
else. Sudbrook shall be entitled to assume that any forecasts and projections
made available by the Company (or on their behalf) to Sudbrook have been
prepared reflecting the best available estimates and judgements of die Company
and that these estimates and judgements are reasonable. If during the course of
the Engagement the Company subsequently discovers any such information, in whole
or in part, to be or likely to be untrue, inaccurate or misleading, it shall
notify Sudbrook promptly.

    

    
      


    

    
      8.
Liability

    

    
      


    

    
      The
Company agrees to indemnify Sudbrook and certain others on the terms of Schedule
2.

    

    
      


    

    
      9.
Expiration and Termination of Engagement

    

    
      


    

    
      The
Engagement Period and this Agreement shall expire twelve (12)months after the
date of this Agreement, unless the parties mutually agree in writing to extend
the term. Sudbrook has the right to terminate the Engagement Period and this
Agreement at any time upon giving at least one month’s written notice to the
Company and not be liable for any losses, costs or damages which the Company may
incur as a result of such termination except for as a result of Sudbrook’s fraud
or negligence. The Company has the right to terminate the Engagement Period and
this Agreement at any time upon giving one month’s written notice to Sudbrook
and not be liable for any losses, costs or damages which the Company may incur
as a result of such termination except as provided in the following two
sentences of this Paragraph 9 and except for as a result of the Company’s fraud
or negligence. Subject to the terms of this Paragraph 9, termination by either
party will not affect any accrued rights or obligations and Sudbrook will remain
entitled to receive, in full, all fees and expenses for which the Company is
liable under the terms of this Agreement up to the date of such termination.
Upon any termination or expiration of the Engagement and this Agreement,
Schedule 2 and Paragraphs 3.2, 6, 7, 8, and 10 -12 of this Agreement shall
remain in full force and effect notwithstanding any such termination or
expiration.

    

    
      


    

    
      10.
Entire Agreement

    

    
      


    

    
      This
Agreement sets out the entire agreement and understanding between the Company
and Sudbrook in connection with the Engagement and shall be effective from the
date last written on the signature page hereto. Schedules 1, 2 and 3 attached
hereto are deemed to be integral parts of this Agreement.

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      11.
Complaints

    

    
      


    

    
      Any
formal complaints relating to Sudbrook and in connection with the Engagement
should be made in the first instance in writing to Sudbrook’s compliance
officer, who has initial responsibility for complaints
procedures.

    

    
      


    

    
      12.
Governing Law

    

    
      


    

    
      This
Agreement shall be governed by and construed in accordance with English law and
the Company irrevocably submits to the exclusion jurisdiction of the English
Courts in connection with any matter arising from it.

    

    
      


    

    
      13.
General

    

    
      


    

    
      Please
sign and return to us the duplicate of this Agreement as an acknowledgement of
your acceptance of its terms.

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      


    

    
      The
signature below hereby confirms your acceptance of the terms of this
Agreement.

    

    
      


    

    
      Yours
faithfully,

    

    
      


    

    
      


    

    
      /s/ James Culverwell        

    

    
      James
Culverwell, Partner

    

    
      


    

    
      For and
on behalf of Sudbrook Associates LLP

    

    
      


    

    
      Date:  5th
May 2010

    

    
      


    

    
      


    

    
      /s/ Andrew L. Pearlman      

    

    
      Andrew L.
Pearlman

    

    
      


    

    
      For and
on behalf of Medgenics, Inc.

    

    
      


    

    
      Date:  5th
May 2010

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      SCHEDULE
1: SERVICES AND FEES

    

    
      PART
1: SERVICES

    

    
      


    

    
      
        	
                1.

              	
                Services

              


      

    

    
      


    

    
      
        	
              	
                1.1

              	
                Transaction
      Services

              


      

    

    
      


    

    
      
        	
                 
      

              	
                •

              	
                Introducing
      the Company to Shire plc;

              


      

    

    
      


    

    
      
        	
                 
      

              	
                •

              	
                Assisting,
      when requested by the Company, with the preparation of any documentation
      required for the Transaction including an information memorandum and
      management presentation,

              


      

    

    
      


    

    
      
        	
                 
      

              	
                •

              	
                Providing
      advice on the structure and terms of the Transaction and assisting, when
      requested by the Company, with the evaluation and negotiation of the
      Transaction.

              


      

    

    
      


    

    
      
        	
              	
                1.2

              	
                Our
      Services are subject to the
following:

              


      

    

    
      


    

    
      
        	
                 
      

              	
                •

              	
                Our
      involvement in the preparation and publication of any communication in
      connection with the Engagement does not constitute authorisation of the
      contents of that document or any part of it, save to the extent expressly
      stated in that document.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                •

              	
                Nothing
      in this Agreement requires us to provide specialist or technical advice
      (for example, on legal, regulatory, actuarial, accounting or taxation
      matters) which can be obtained from other professional advisors or for
      advising on the commercial aspects of the
  Transaction.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                •

              	
                It
      is your responsibility to ensure that the advice received from your other
      professional advisors in relation to the Transaction is adequate and to
      the requisite standard for the purposes of the Transaction. We can assume
      all such advice is adequate and of the requisite standard without taking
      independent steps to verify
this.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                •

              	
                In
      particular, we are not responsible for carrying out any due diligence
      investigations on your behalf. You should rely on your own expertise and
      that of your other professional advisors in defining the scope of any due
      diligence exercise and in formulating and assessing its
      conclusions.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                •

              	
                Nothing
      we do in performing our services shall be construed as advice to proceed
      or not to proceed with the Transaction or any other transaction which may
      come within the scope of our advice. These are matters for commercial
      decision and are your responsibility. Whilst our advice may be a factor
      taken into account by you when deciding whether or not to proceed, regard
      must be had by you to the limitations on the scope of our advice as set
      out in this Agreement and/or any subsequent advice provided by you and any
      other factors, commercial or

              


      

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                 
      

              	
                otherwise,
      of which you and your other advisors are, or should be or become aware of
      other than our work.

              


      

    

    
      


    

    
      


    

    
      


    

    
      Part
2: Fees for the Transaction

    

    
      


    

    
      2.0   Fees

    

    
      


    

    
      
        	
              	
                2.1

              	
                The
      Company agrees to pay Sudbrook a Success Fee of 2% of the cash and
      non-cash consideration received by the Company from Shire plc or its
      affiliates in connection with the Transaction (“Consideration”).
      Consideration shall include, but is not limited to, fees, milestones,
      royalties and licensing revenues and includes payment in cash, shares,
      loan stock or other non-cash consideration. Consideration shall also
      include any consideration paid to the Company in the event of a successful
      offer to acquire part or all of the issued share capital of the Company.
      Notwithstanding anything to the contrary contained herein, funds provided
      by Shire plc or its affiliates for the reimbursement or direct payment of
      research and development expenses, including, without limitation, employee
      costs and expenses, shall not be deemed to be Consideration and no Success
      Fee shall be due to Sudbrook in connection
  therewith.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                A
      Success Fee with respect to any Consideration received by the Company
      shall be paid to Sudbrook within 30 days of the Company’s actual receipt
      of such Consideration. For example, if the Transaction provides for the
      payment of $1.0 million upon the achievement of a certain milestone and
      such milestone is achieved, then the Company shall pay to Sudbrook a
      $20,000 Success Fee within 30 days after the Company receives from Shire
      plc or its affiliates the $1.0 million milestone payment. In the
      event that such milestone is not achieved or Shire plc or its affiliates
      fails to make the milestone payment, the Company shall not be obligated to
      pay such Success Fee.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                If
      any portion of the Consideration is paid in the form of securities, the
      value of such securities, for the purposes of calculating the Transaction
      Value, will be determined by the average of the closing prices, on the
      principal investment exchange on which, they are listed or dealt in, on
      the five trading days ending five days prior to the date the securities
      are issued to the Company, its affiliates or stockholders. If such
      securities are not traded on a public market at that time, the value of
      the securities shall be the fair market value on the day when the
      securities are issued to the Company, its affiliates or stockholders. If
      the fair market value cannot be agreed by both parties a valuation will be
      sought from a third party whose appointment is agreed by both Sudbrook and
      the Company.

              


      

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                2.2

              	
                All
      sums payable under this Agreement are exclusive of VAT (if
      any).

              


      

    

    
      


    

    
      
        	
              	
                2.3

              	
                The
      Company must pay the above fees together with all VAT payable on them to
      Sudbrook.

              


      

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      SCHEDULE
2: INDEMNITY

    

    
      


    

    
      
        	
                1.

              	
                Indemnity

              


      

    

    
      


    

    
      
        	
              	
                1.1

              	
                The
      Company irrevocably agrees with Sudbrook (and for the benefit of the
      Indemnified Persons) that:

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (A)

              	
                it
      will fully indemnify and hold harmless Sudbrook and each other Indemnified
      Person from and against any and all actions, claims, demands, proceedings
      brought by any third party whether pending, threatened or actual and
      whether successful, compromised, settled or discontinued (collectively
      “Claims”) and any liabilities, losses, damages, costs, charges and
      expenses of whatever nature and in whichever jurisdiction (collectively
      “Losses”) which may be suffered or incurred by, Sudbrook or any other
      Indemnified Person as a result of such Claims and which relate to or arise
      from, directly or indirectly, the Engagement (including, without
      limitation, in relation to any financial promotion (as referred to in
      section 21, FSMA) distributed on the Company’s
  behalf);

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (B)

              	
                the
      Company will reimburse Sudbrook and any other Indemnified Person promptly
      on demand by Sudbrook or any such other Indemnified Person in full for all
      Losses incurred in connection with investigating, responding to, preparing
      for, defending or appearing as a witness in any such Claim, whether or not
      in connection with pending or threatened litigation, arbitration or other
      alternative dispute resolution procedures to which Sudbrook or any other
      Indemnified Person is a party or otherwise involved, and whether or not
      resulting in liability on the part of any such person, provided that
      Sudbrook and any other Indemnified Person wishing to claim under the
      indemnity in paragraph (A) above complies with the provisions of paragraph
      (C) below and that the Company will not be responsible for any Claims or
      Losses to the extent that (i) they are judicially determined to have
      arisen from Sudbrook’s fraud, wilful default or negligence (or that of an
      Indemnified Person) or the material breach by Sudbrook of its obligations
      to the Company under the Agreement or (ii) they arise as a result of a
      breach by Sudbrook or an Indemnified Person of its duties under the FSA
      Rules or under the regulatory system (as defined in such
      Rules);

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (C)

              	
                the
      indemnity given in paragraph (A) above is subject to Sudbrook or any other
      Indemnified Person wishing to claim the benefit of the indemnity: (i)
      notifying the Company in writing as soon as reasonably practicable of any
      Claim and providing full details of the same, (ii) allowing the Company a
      reasonable period of time to make representations as to the conduct of the
      defence, or the terms of compromise, settlement or dealing with any Claim
      (iii) at the Company’s expense, co-operating with the Company and giving
      all such information as the Company may request in connection with any
      Claim brought against Sudbrook or any Indemnified Person; and (iv) not
      taking any action which might prejudice the position of Sudbrook or any
      Indemnified Person or the Company in relation to any such Claim, in
      particular not, without the prior written consent of the Company, settling
      or compromising or consenting to the entry of any judgment with respect to
      any pending or threatened Claim in respect of which indemnification may be
      sought under this Schedule 2;

              


      

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                 
      

              	
                (D)

              	
                no
      claim will be made against Sudbrook by the Company or any Associate of the
      Company in respect of the Engagement or the Agreement, and the Company
      will use all its reasonable endeavours to procure that no Claim will be
      made by any other person, except in each of these circumstances as a
      result of Sudbrook’s fraud, wilful default, negligence or breach of its
      obligations to the Company under the Agreement or as a result of a breach
      by Sudbrook or an Indemnified Person of its duties under the FSA Rules or
      FSMA or under the regulatory system (as defined in the FSA Rules), and
      neither Sudbrook nor any other Indemnified Person will have any liability
      whatsoever to the Company or any Associate of the Company for or in
      connection with the Engagement or the Agreement except to the extent that
      (i) such liability is judicially determined to have arisen from Sudbrook’s
      fraud, wilful default or negligence or breach of its obligations to the
      Company under the Agreement or (ii) results from a breach by Sudbrook or
      an Indemnified Person of its duties under the FSA Rules or under the
      regulatory system (as defined in the FSA
Rules),

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (E)

              	
                Sudbrook
      will fully indemnify and hold harmless the Company, its Associates and any
      successor or assignee of any such person from and against Sudbrook’s
      fraud, wilful default, negligence or breach of its obligation to the
      Company under this Agreement (“Sudbrook Claims”) and any liabilities,
      losses, damages, costs, charges and expenses of whatever nature and in
      whichever jurisdiction (collectively “Losses”) which may be suffered or
      incurred by, the Company, its Associates and any successor or assignee of
      any such person as a result of such Sudbrook Claims, and shall provide
      reimbursement in connection with Sudbrook Claims, on the same terms, as
      the Company agrees to provide under the provisions of paragraph (B) in
      connection with Claims. The indemnity given in this paragraph (E) is
      subject to the terms of paragraph (C) as they may apply to such a Sudbrook
      Claim.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (F)

              	
                nothing
      in this Schedule 2 shall restrict or limit the Company’s, Sudbrook’s or
      any Indemnified Person’s general obligation at law to mitigate a loss it
      may suffer or incur as a result of an event that may give rise to a claim
      under the indemnity in paragraph (A) or (E)
  above;

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (G)

              	
                all
      sums payable under this Schedule 2 must be paid free and clear of all
      deductions or withholdings unless the deduction or withholding is required
      by law, in which event the payee will pay such additional amount as to
      ensure that the net amount received by the payor will equal the full
      amount which would have been received by it had no such deduction or
      withholding been made;

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (H)

              	
                if HM
      Revenue & Customs or any other taxing authority brings into charge to
      tax any sum payable under this Schedule 2 by way of reimbursement or
      indemnity and no tax relief was available for the loss giving rise to the
      reimbursement or indemnity, the amount so payable shall be grossed up by
      such amount as ensures that after deduction of the tax so chargeable
      (ignoring for this purpose the availability of any reliefs or other
      deductions available to the payee) there shall be left a sum equal to the
      amount that would otherwise be payable as a result of such reimbursement
      or indemnity;

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (I)

              	
                References
      in this Schedule 2 to:

              


      

    

    
      


    

    
      
        	
              	
                 
      

              	
                “Affiliate”
      means, in relation to a body corporate, any subsidiary undertaking or
      parent undertaking of that body corporate, and any subsidiary undertaking
      of any

              


      

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                 
      

              	
                such
      parent undertaking for the time being as those terms are defined in the
      Companies Act 2006;

              


      

    

    
      


    

    
      
        	
                 
      

              	
                “Associates”
      means, in relation to an undertaking, the officers, directors and
      employees from time to time of the undertaking, any Affiliates of the
      undertaking and the officers, directors and employees from time to time of
      any such Affiliates; and

              


      

    

    
      


    

    
      
        	
                 
      

              	
                “Indemnified
      Persons” are to Sudbrook, its Associates and any successor or assignee of
      any such persons;

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (J)

              	
                this
      Schedule 2 is in addition to any rights which Sudbrook or any other
      Indemnified Person may have under common law or otherwise including, but
      not limited to, any right of contribution;
and

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (K)

              	
                the
      benefit of the provisions in this Schedule 2 will survive termination of
      the Engagement.

              


      

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      SCHEDULE
3: CONFIDENTIALITY

    

    
      


    

    
      The
parties agree that, in the course of the Engagement it may be necessary or
desirable for the Company to disclose to Sudbrook certain confidential and
proprietary information regarding the Company and its business, properties and
assets, including, without limitation, the Company’s (i) inventions, processes,
and specifications, (ii) trade secrets, unpublished patent applications and any
and all other proprietary information whether embodied in the Company’s
products, processes or otherwise, (iii) past, present and future research, (iv)
compilations of information (including without limitation studies, records,
reports, drawings, memoranda, drafts and any other related information), (v)
business, development and marketing plans and/or proposals, (vi) training
methods, and (vii) any and all other ideas, concepts, strategies, suggestions
and recommendations relating, without limitation, to any of the foregoing or to
any devices, products, processes or services offered or developed, or to be
developed or proposed to be developed by the Company, in each case with respect
to (i) - (vii) above, which concerns the Subject Matter (such information and
materials, and any derivatives thereof, the “Confidential Information”).
Sudbrook agrees as follows with respect to all Confidential
Information:

    

    
      


    

    
      
        	
                1.

              	
                Sudbrook
      shall only use the Confidential Information for purposes of performing its
      obligations under the Engagement and shall obtain an executed
      confidentiality agreement, the form and substance of which has been
      previously approved by the Company in its sole discretion, from each and
      every party to which Sudbrook desires to evaluating, making, monitoring
      and disposing of investments in the Company, and shall not use the
      Confidential Information for any other
purposes.

              


      

    

    
      


    

    
      
        	
                2.

              	
                Sudbrook
      shall treat all Confidential Information as the strictly confidential and
      exclusive property of the Company, and shall not directly or indirectly
      disclose or distribute such Confidential Information to any third party
      (except as provided in paragraphs 1
above).

              


      

    

    
      


    

    
      
        	
                3.

              	
                Confidential
      Information shall not include information which (a) was in the possession
      of Sudbrook or the affiliates prior to receipt from the Company; (b) was
      in the public domain at the time of receipt, or became a part of the
      public domain through no fault of Sudbrook; (c) is disclosed to Sudbrook
      or its affiliates by a third party lawfully entitled to make such
      disclosure; or (d) was independently developed by Sudbrook or its
      affiliates.

              


      

    

    
      


    

    
      
        	
                4.

              	
                If
      Sudbrook is required by judicial or administrative process to disclose any
      Confidential Information, Sudbrook shall promptly notify the Company and
      shall allow the Company a reasonable time to oppose such process. Sudbrook
      shall only disclose such Confidential Information pursuant to an
      appropriate protective order that preserves the confidentiality of such
      Confidential Information unless otherwise required by such judicial or
      administrative process and shall take all reasonable and lawful actions to
      avoid and/or minimize the extent of such
  disclosure.

              


      

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                5.

              	
                No
      provision of the Agreement shall be construed as an obligation of either
      party to enter into an agreement relating to any investment in the Company
      or to any products, technology or services, or as a grant of license or
      ownership rights to the Confidential Information or any invention,
      discovery or improvement made using such Confidential
      Information.

              


      

    

    
      


    

    
      
        	
                6.

              	
                Sudbrook
      will upon written request from the Company promptly return or destroy all
      copies of any documents, samples or other physical embodiments of the
      Confidential Information to the
Company.

              


      

    

    
      


    

    
      
        	
                7.

              	
                Sudbrook
      acknowledges and agrees that the unauthorized disclosure or use of any
      Confidential Information in breach of the terms of this Schedule 3 or
      Section 6 of the Agreement will result in irreparable harm, injury and
      damage to the Company that cannot be adequately compensated by money
      damages alone. Therefore, Sudbrook hereby stipulates, acknowledges and
      agrees that upon proof satisfactory to a court or tribunal of competent
      jurisdiction of a breach or threatened breach of this Schedule 3 or
      Section 6 of the Agreement, the Company shall be entitled, in addition to
      any other remedies allowed by law, and without the requirement to post any
      bond or other security, to entry of a temporary restraining order,
      preliminary and/or permanent injunction, as the case may be, to restrain
      and enjoin any unauthorized disclosure or use of Confidential
      Information.

              


      

    

    
      


    

    
      
        	
                8.

              	
                Sudbrook
      hereby acknowledges that Medgenics is a company whose issued shares have
      been admitted to trading on the AIM market of London Stock Exchange plc.
      Confidential Information imparted and/or to be imparted by Medgenics to
      Sudbrook regarding Medgenics and/or its subsidiary is or may be inside
      information relating to Medgenics and/or the securities of Medgenics
      within the meaning of the United Kingdom’s Criminal Justice Act 1993. As
      such, Sudbrook may already be and, in any event, will hereafter become
      made “an insider” in relation to
Medgenics.

              


      

    

    
      


    

    
      
        	
                9.

              	
                Sudbrook
      hereby agrees that, entirely without prejudice to the generality of the
      foregoing provisions hereof, that it will
not:

              


      

    

    
      


    

    
      (i)           use
Confidential Information to deal or encourage any other person to deal in
securities of Medgenics. Sudbrook will ensure that each of its employees,
consultants and advisers to whom any of the Confidential Information is imparted
expressly acknowledges the said status or potential status of the Confidential
Information and will agree in writing to becoming “an insider” in relation to
such Confidential Information prior to such disclosure being made to him or her.
For the purposes of the foregoing the term “deal” is to be construed in
accordance with the said Criminal Justice Act 1993;

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (ii)           (and
will procure that each of Sudbrook’s affiliates and subsidiaries will and will
use its best efforts to procure that none of their respective related, connected
or associated parties will) without Medgenics’ prior written consent directly or
indirectly by purchase or otherwise, acquire (conditionally or otherwise), offer
to acquire, or agree to acquire ownership or options to acquire such ownership
or any rights whatsoever in respect of any share capital in Medgenics (or
otherwise act in concert with any person who so acquires, offers to acquire or
agrees to acquire) within twelve months from the date of the
Agreement.