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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 001-33357
 (Commission file number)
 
 PROTALIX BIOTHERAPEUTICS, INC.
 (Exact name of registrant as specified in its charter)
 
 Florida
    
    65-0643773(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2 Snunit Street 
Science Park 
POB 455
Carmiel, Israel
    
    20100(Address of principal executive offices)
    
    (Zip Code)
 972-4-988-9488  (Registrants telephone number, including area code)
 N/A  (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



FORM 10-Q
TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONCautionary Statement Regarding Forward-Looking Statements
    
    
    iiItem 1. Financial StatementsCondensed Consolidated Balance Sheets   As of March 31, 2011 (Unaudited) and
December 31, 2010
    
    
    1Condensed Consolidated Statements of Operations (Unaudited)  For the Three Months
Ended March 31, 2011 and 2010
    
    
    2Condensed Consolidated Statement of Changes in Shareholders Equity (Capital
Deficiency) (Unaudited)  For the Three Months Ended March 31, 2011 and 2010
    
    
    3Condensed Consolidated Statements of Cash Flows (Unaudited)  For the Three Months
Ended March 31, 2011 and 2010
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    14Item 4. Controls and Procedures
    
    
    15PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults Upon Senior Securities
    
    
    19Item 4. (Removed and reserved)
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    20Signatures
    
    
    21EX-31.1EX-31.2EX-32.1EX-32.2




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Except where the context otherwise requires, the terms, we, us, our or the Company,
refer to the business of Protalix BioTherapeutics, Inc. and its consolidated subsidiaries, and
Protalix or Protalix Ltd. refers to the business of Protalix Ltd., our wholly-owned subsidiary
and sole operating unit.
 
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
   
    
    delays in our response to the Complete Response Letter, or CRL, we received from the
U.S. Food and Drug Administration, or FDA, relating to our New Drug Application (NDA)
for taliglucerase alfa;
    
    delays in the FDAs review of any response to the CRL, if any;
    
    delays in the approval or the potential rejection of any applications we file with
the FDA or other regulatory authorities, including the NDA we have filed with the FDA,
the marketing application we submitted to the Israeli Ministry of Health, or Israeli
MOH, and the Marketing Authorization Application (MAA) we have submitted to each of the
European Medicines Agency, or the EMEA, and ANVISA, the National Sanitary Vigilance
Agency, an agency of the Brazilian Ministry of Health, or ANVISA, for taliglucerase
alfa;
    
    the inherent risks and uncertainties in developing the types of drug platforms and
products we are developing;
    
    delays in our preparation and filing of applications for regulatory approval in the
United States, the European Union, Israel, Brazil and elsewhere;
    
    any lack of progress of our research and development (including the results of our
clinical trials);
    
    our ability to establish and maintain strategic license, collaboration and
distribution arrangements and to manage our relationships with Pfizer Inc., or Pfizer,
Teva Ltd. or with any other collaborator, distributor or partner;
    
    our ability to obtain on a timely basis sufficient patient enrollment in our
clinical trials;
    
    the impact of development of competing therapies and/or technologies by other
companies;
    
    risks relating to biogeneric legislation and/or healthcare reform in the United
States or elsewhere;
    
    our ability to obtain additional financing required to fund our research programs
and the expansion of our manufacturing capabilities;
    
    the risk that we will not be able to develop a successful sales and marketing
organization in a timely manner, if at all;
    
    our ability to enter into supply arrangements with the Ministry of Health of Brazil
or other parties and to supply drug product pursuant to such arrangements;
    
    potential product liability risks, and risks of securing adequate levels of product
liability and clinical trial insurance coverage;
    
    the availability of reimbursement to patients from health care payors for any of our
product candidates, if approved;
    
    the possibility of infringing a third partys patents or other intellectual property
rights;
    
    the uncertainty of obtaining patents covering our products and processes and in
successfully enforcing our intellectual property rights against third parties; and
    
    the possible disruption of our operations due to terrorist activities and armed
conflict, including as a result of the disruption of the operations of regulatory
authorities, our subsidiaries, our
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manufacturing facilities and our customers, suppliers, distributors, collaborative
partners, licensees and clinical trial sites.
    iii




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 PROTALIX BIOTHERAPEUTICS, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
  March 31, 2011
    
    
    December 31, 2010(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    50,227
    
    
    $
    35,900Accounts receivable:Trade
    
    
    6,423
    
    
    
    7,013Other
    
    
    4,503
    
    
    
    2,231Inventories
    
    
    1,101
    
    
    
    1,189Total current assets
    
    
    62,254
    
    
    
    46,333FUNDS IN RESPECT OF EMPLOYEE
RIGHTS UPON RETIREMENT
    
    
    1,015
    
    
    
    942PROPERTY AND EQUIPMENT, NET
    
    
    17,654
    
    
    
    17,454Total assets
    
    $
    80,923
    
    
    $
    64,729LIABILITIES AND SHAREHOLDERS EQUITY (NET OF CAPITAL
DEFICIENCY)CURRENT LIABILITIES:Accounts payable and accruals:Trade
    
    $
    7,533
    
    
    $
    6,272Other
    
    
    8,034
    
    
    
    8,068Deferred revenues
    
    
    4,563
    
    
    
    4,563Total current liabilities
    
    
    20,130
    
    
    
    18,903LONG-TERM LIABILITIES:Deferred revenues
    
    
    54,345
    
    
    
    55,486Liability for employee rights upon retirement
    
    
    1,743
    
    
    
    1,663Total long term liabilities
    
    
    56,088
    
    
    
    57,149Total liabilities
    
    
    76,218
    
    
    
    76,052COMMITMENTSSHAREHOLDERS EQUITY (CAPITAL DEFICIENCY)
    
    
    4,705
    
    
    
    (11,323
    )Total liabilities and shareholders equity (net of capital deficiency)
    
    $
    80,923
    
    
    $
    64,729
 The accompanying notes are an integral part of the condensed consolidated financial statements.




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PROTALIX BIOTHERAPEUTICS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months EndedMarch 31, 2011
    
    
    March 31, 2010REVENUES
    
    $
    4,128
    
    
    $
    1,141COMPANYS SHARE IN COLLABORATION
AGREEMENT
    
    
    1,872
    
    
    
    (294
    )COST OF REVENUES
    
    
    (778
    )GROSS PROFIT
    
    
    5,222
    
    
    
    847RESEARCH AND DEVELOPMENT EXPENSES (1)
    
    
    (10,563
    )
    
    
    (8,978
    )less  grants and reimbursements
    
    
    2,292
    
    
    
    1,630(8,271
    )
    
    
    (7,348
    )GENERAL AND ADMINISTRATIVE EXPENSES (2)
    
    
    (1,989
    )
    
    
    (1,619
    )OPERATING LOSS
    
    
    (5,038
    )
    
    
    (8,120
    )FINANCIAL (EXPENSES) INCOME  NET
    
    
    (14
    )
    
    
    165NET LOSS FOR THE PERIOD
    
    $
    (5,052
    )
    
    $
    (7,955
    )NET LOSS PER SHARE OF COMMON STOCK 
BASIC AND DILUTED
    
    $
    0.06
    
    
    $
    0.10WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK USED IN COMPUTING LOSS PER
SHARE:Basic and diluted
    
    
    81,744,547
    
    
    
    80,850,551(1) Includes share-based compensation
    
    $
    104
    
    
    $
    121(2) Includes share-based compensation
    
    $
    138
    
    
    $
    163
 The accompanying notes are an integral part of the condensed consolidated financial statements.
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PROTALIX BIOTHERAPEUTICS, INC.
 
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
 (CAPITAL DEFICIENCY)
  AdditionalCommon
    
    
    Common
    
    
    paid in
    
    
    AccumulatedStock (1)
    
    
    Stock
    
    
    capital
    
    
    deficit
    
    
    TotalNumber
    
    
    AmountBalance at December 31, 2009
    
    
    80,841,237
    
    
    $
    81
    
    
    $
    122,252
    
    
    $
    (106,450
    )
    
    $
    15,883Changes during the three month period ended March 31, 2010
(Unaudited):Share-based compensation
    
    
    
    
    
    
    
    
    
    
    284
    
    
    
    
    
    
    
    284Exercise of options granted to employees (includes Net Exercise)
    
    
    20,007
    
    
    
    *
    
    
    
    2
    
    
    
    
    
    
    
    2Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,955
    )
    
    
    (7,955
    )Balance at March 31, 2010(Unaudited)
    
    
    80,861,244
    
    
    $
    81
    
    
    $
    122,538
    
    
    $
    (114,405
    )
    
    $
    8,214Balance at December 31, 2010
    
    
    81,248,472
    
    
    $
    81
    
    
    $
    124,044
    
    
    $
    (135,448
    )
    
    $
    (11,323
    )Changes during the three month period ended March 31, 2011
(Unaudited):Common stock issued for cash (net of issuance costs of $1,410)
(see note 3a)
    
    
    4,000,000
    
    
    
    4
    
    
    
    20,586
    
    
    
    
    
    
    
    20,590Share-based compensation
    
    
    
    
    
    
    
    
    
    
    242
    
    
    
    
    
    
    
    242Exercise of options granted to employees and non- employees
    
    
    329,475
    
    
    
    1
    
    
    
    247
    
    
    
    
    
    
    
    248Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,052
    )
    
    
    (5,052
    )Balance at March 31, 2011
(Unaudited)
    
    
    85,577,947
    
    
    $
    86
    
    
    $
    145,119
    
    
    $
    (140,500
    )
    
    $
    4,705
 
 (1)
    
    Common Stock, $0.001 par value; Authorized  as of March 31, 2011 and March 31, 2010 -
150,000,000 shares.*
    
    Represents an amount less than $1. The accompanying notes are an integral part of the condensed consolidated financial statements.
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PROTALIX BIOTHERAPEUTICS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
   Three Months EndedMarch 31, 2011
    
    
    March 31, 2010CASH FLOWS FROM OPERATING
ACTIVITIES:Net loss
    
    $
    (5,052
    )
    
    $
    (7,955
    )Adjustments required to reconcile net loss to
net cash used in operating activitiesShare based compensation
    
    
    242
    
    
    
    284Depreciation and impairment of fixed assets
    
    
    878
    
    
    
    697Financial income (expenses) net (mainly
exchange differences)
    
    
    64
    
    
    
    (25
    )Changes in accrued liability for employee
rights upon retirement
    
    
    33
    
    
    
    274Gain on amounts funded in respect of
employee rights upon retirement
    
    
    (7
    )
    
    
    Changes in operating assets and liabilities:Decrease in deferred revenues
    
    
    (1,141
    )
    
    
    (1,141
    )Decrease in inventories
    
    
    88Increase in accounts receivable
    
    
    (1,654
    )
    
    
    (1,454
    )Increase in accounts payable and accruals
    
    
    2,561
    
    
    
    375Net cash used in operating activities
    
    $
    (3,988
    )
    
    $
    (8,945
    )CASH FLOWS FROM INVESTING
ACTIVITIES:Purchase of property and equipment
    
    $
    (2,604
    )
    
    $
    (2,961
    )Amounts funded in respect of employee rights
upon retirement, net
    
    
    (46
    )
    
    
    (42
    )Net cash used in investing activities
    
    $
    (2,650
    )
    
    $
    (3,003
    )CASH FLOWS FROM FINANCING ACTIVITIES:Issuance of shares, net of issuance cost
    
    $
    20,680Exercise of options
    
    
    256
    
    
    $
    2Net cash provided by financing activities
    
    $
    20,936
    
    
    $
    2EFFECT OF EXCHANGE RATE CHANGES
ON CASH
    
    $
    29
    
    
    $
    44NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    14,327
    
    
    
    (11,902
    )BALANCE OF CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD
    
    
    35,900
    
    
    
    81,266BALANCE OF CASH AND CASH EQUIVALENTS AT END OF
PERIOD
    
    $
    50,227
    
    
    $
    69,364
 The accompanying notes are an integral part of the condensed consolidated financial statements.
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PROTALIX
BIOTHERAPEUTICS, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31, 2011
    
    
    March 31, 2010SUPPLEMENTARY INFORMATION ON INVESTING AND
FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:Purchase of property and equipment
    
    $
    1,194
    
    
    $
    2,398Issuance cost not yet paid and accruals  other
    
    $
    90Exercise of options granted to employees
    
    $
    1
 The accompanying notes are an integral part of the condensed consolidated financial statements.
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PROTALIX BIOTHERAPEUTICS, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SIGNIFICANT ACCOUNTING POLICIES
 a.
    
    General
 1.
    
    OperationProtalix BioTherapeutics, Inc. and its wholly-owned subsidiary, Protalix Ltd. (the
Israeli Subsidiary or Protalix Ltd., and collectively with Protalix
BioTherapeutics, Inc., the Company), are biopharmaceutical companies focused on
the development and commercialization of recombinant therapeutic proteins based on
the Companys proprietary ProCellExtm protein expression system
(ProCellEx). In September 2009, the Company formed another wholly-owned
subsidiary under the laws of the Netherlands in connection with the EMEA application
process in Europe. The Companys two subsidiaries are referred to collectively
herein as the Subsidiaries. The Companys lead product development candidate is
taliglucerase alfa for the treatment of Gaucher disease which the Company is
developing using ProCellEx. In addition to taliglucerase alfa, the Company is
developing other certain products using ProCellEx.In September 2009, the Company successfully completed its phase III pivotal trial of
taliglucerase alfa. In July 2010, the U.S. Food and Drug Administration (FDA)
notified the Company that it had accepted the Companys new drug application (NDA)
for taliglucerase alfa for the treatment of Gaucher disease and that it granted to
taliglucerase alfa a Prescription Drug User Fee Act (PDUFA) action date of February
25, 2011. On February 25, 2011 the FDA issued a Complete Response Letter (a CRL)
indicated that the review is completed and questions remain that preclude the
approval of the NDA for taliglucerase alfa in its current form.In September 2009, the FDAs Office of Orphan Product Development granted
taliglucerase alfa Orphan Drug Status. In addition to its phase III clinical trial,
the Company initiated a clinical study in December 2008 to evaluate the safety and
efficacy of switching Gaucher disease patients currently treated under the current
standard of care to treatment with taliglucerase alfa. In November 2010 the Company
successfully completed the nine month switchover trial in adults.On November 30, 2009, Protalix Ltd. and Pfizer Inc. (Pfizer) entered into an
Exclusive License and Supply Agreement (the Pfizer Agreement) pursuant to which
Protalix Ltd. granted Pfizer an exclusive, worldwide license to develop and
commercialize taliglucerase alfa, except in Israel. Under the terms and conditions
of the Pfizer Agreement, Protalix Ltd. retained the right to commercialize
taliglucerase alfa in Israel.On July 13, 2010, the French regulatory authority granted an Autorisation Temporaire
dUtilisation (ATU), or Temporary Authorization for Use, for taliglucerase alfa
for the treatment of Gaucher disease. An ATU is the regulatory mechanism used by
the French Health Products and Safety Agency to make non-approved drugs available to
patients in France when a genuine public health need exists. This ATU allows
Gaucher disease patients in France to receive treatment with taliglucerase alfa
before marketing authorization for the product is granted in the European Union.
Payment for taliglucerase alfa has been secured through government allocations to
hospitals.On August 10, 2010, Pfizer entered into a $30 million short-term supply agreement
with the Ministry of Health of Brazil pursuant to which the Company and Pfizer have
provided taliglucerase alfa to the Ministry of Health of Brazil for the treatment of
Gaucher disease patients. During the first quarter of 2011, the Company and Pfizer
supplied the remaining products deliverable under the short-term supply agreement.
Revenue generated from the Ministry of Health of Brazil was recorded by Pfizer and
the Company recorded its share of the revenue in accordance with the terms and
conditions of the Pfizer Agreement.
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PROTALIX BIOTHERAPEUTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SIGNIFICANT ACCOUNTING POLICIES (Continued):
 2.
    
    Liquidity and Financial ResourcesSuccessful completion of the Companys development programs and its transition to
normal operations is dependent upon obtaining necessary regulatory approvals from
the FDA prior to selling its products within the United States, and foreign
regulatory approvals must be obtained to sell its products internationally. There
can be no assurance that the Company will receive regulatory approval of any of its
product candidates, and a substantial amount of time may pass before the Company
achieves a level of revenues adequate to support its operations, if at all. The
Company will also incur substantial expenditures in connection with the regulatory
approval process for each of its product candidates during the developmental period.
Obtaining marketing approval will be directly dependent on the Companys ability to
implement the necessary regulatory steps required to obtain marketing approval in
the United States and in other countries. The Company cannot predict the outcome of
these activities.Based on its current cash and cash equivalents the Company believes it will be able
to maintain its current planned development activities and the corresponding level
of expenditures for at least the next 12 months, although no assurance can be given
that the Company will not need additional funds prior to such time. The Company may
need to seek additional financing during the next 12 months if there are unexpected
increases in general and administrative expenses, research and development expenses,
or other capital needs.
 b.
    
    General Basis of PresentationThe accompanying unaudited condensed consolidated financial statements of the Company
have been prepared in accordance with generally accepted accounting principles in the
United States (GAAP) for interim financial information and Article 10 of Regulation
S-X under the Securities Exchange Act of 1934. Accordingly, they do not include all of
the information and notes required by GAAP for complete financial statements. In the
opinion of management, all adjustments (of a normal recurring nature) considered
necessary for a fair statement of the results for the interim periods presented have
been included. Operating results for the interim period are not necessarily indicative
of the results that may be expected for the full year.These unaudited condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements in the Annual Report on
Form 10-K for the year ended December 31, 2010, filed by the Company with the
Securities and Exchange Commission. The comparative balance sheet at December 31, 2010
has been derived from the audited financial statements at that date, but does not
include all of the information and notes required under GAAP for complete financial
statements.
 c.
    
    Net loss per shareBasic and diluted loss per share (LPS) are computed by dividing net loss by the
weighted average number of shares of the Companys common stock, par value $.001 per
share (the Common Stock) outstanding for each period.Shares of Common Stock underlying outstanding options of the Company were not included
in the calculation of diluted LPS because the effect would be anti-dilutive.Diluted LPS does not include options of the Company in the amount of 7,264,893 and
7,643,024 shares of Common Stock for the three months ended March 31, 2010 and 2011,
respectively.
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PROTALIX BIOTHERAPEUTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SIGNIFICANT ACCOUNTING POLICIES (Continued):
 d.
    
    ReclassificationsCertain figures in respect of prior quarters have been reclassified to conform to the
current year presentation.
 NOTE 2  INVENTORIES
 Inventory at March 31, 2011 and December 31, 2010 consisted of the following:
 March 31,
    
    
    December 31,2011
    
    
    2010Raw materials
    
    $
    556
    
    
    $
    553Finished goods
    
    
    545
    
    
    
    636Total inventory
    
    $
    1,101
    
    
    $
    1,189
 NOTE 3  STOCK TRANSACTIONS
 a.
    
    On March 23, 2011, the Company issued and sold 4,000,000 shares of Common Stock
in an underwritten public offering at a price to the public of $5.50 per share. The
net proceeds to the Company were approximately $20,590 (net of underwriting commissions
and issuance costs of $1,410).b.
    
    During the three months ended March 31, 2011, the Company issued a total of
329,475 shares of Common Stock in connection with the exercise of a total of 329,475
options by certain employees and non-employees of the Company with an aggregate
exercise price of $248.
 NOTE 4  SUBSEQUENT EVENTS
 During April and May 2011, the Company issued a total of 1,663 shares of Common Stock in
connection with the exercise of options to purchase 1,663 shares of Common Stock by certain
employees of the Company with an aggregate exercise price of $1.
 8




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 You should read the following discussion and analysis of our financial condition and results
of operations together with our financial statements and the consolidated financial statements and
the related notes included elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the
year ended December 31, 2010. Some of the information contained in this discussion and analysis,
particularly with respect to our plans and strategy for our business and related financing,
includes forward-looking statements that involve risks and uncertainties. You should read Risk
Factors in our Annual Report on Form 10-K for the year ended December 31, 2010 for a discussion of
important factors that could cause actual results to differ materially from the results described
in or implied by the forward-looking statements contained in the following discussion and analysis.
 Overview
 TM
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Critical Accounting Policies
   11




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Results of Operations
 Three months ended March 31, 2011 compared to the three months ended March 31, 2010
 Revenues
  Our share in the Collaboration Agreement
  Research and Development Expenses
   General and Administrative Expenses
  12




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Financial Expenses and Income
  Liquidity and Capital Resources
 Sources of Liquidity
    Cash Flows
   Future Funding Requirements
  13




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Effects of Inflation and Currency Fluctuations
   Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Currency Exchange Risk
  14




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Three months ended
    
    
    Year endedMarch 31,
    
    
    December 31,2011
    
    
    2010
    
    
    2010Average rate for period
    
    
    3.6012
    
    
    
    3.7344
    
    
    
    3.733Rate at period end
    
    
    3.4810
    
    
    
    3.7130
    
    
    
    3.549
  Interest Rate Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Inherent Limitations on Effectiveness of Controls
  15




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Changes in internal controls
  16




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Unregistered Sales of Equity Securities
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. (Removed and reserved)
 
 Item 5. Other Information
  17




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##### Table of Contents



Item 6. Exhibits
 Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    
    
    
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File Number
    
    Exhibit
    
    Date
    
    Herewith3.1
    
    Amended and Restated Articles
of Incorporation of the Company
    
    S-4
    
    333-48677
    
    
    3.4
    
    
    March 26, 19983.2
    
    Article of Amendment to Articles of
Incorporation dated June 9, 2006
    
    8-A
    
    001-33357
    
    
    3.2
    
    
    March 9, 20073.3
    
    Article of Amendment to Articles of
Incorporation dated December 13, 2006
    
    8-A
    
    001-33357
    
    
    3.3
    
    
    March 9, 20073.4
    
    Article of Amendment to Articles of
Incorporation dated December 26, 2006
    
    8-A
    
    001-33357
    
    
    3.4
    
    
    March 9, 20073.5
    
    Article of Amendment to Articles of
Incorporation dated February 26, 2007
    
    8-A
    
    001-33357
    
    
    3.5
    
    
    March 9, 20073.6
    
    Amended and Restated Bylaws of
the Company
    
    10-Q
    
    001-33357
    
    
    3.6
    
    
    August 8, 200831.1
    
    Certification of Chief Executive
Officer pursuant to Rule 13a-14(a) as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of Chief Financial
Officer pursuant to Rule 13a-14(a) as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002,
Certification of Chief Executive
Officer
    
    
    
    
    
    
    
    
    
    
    
    X32.2
    
    18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002,
Certification of Chief Financial
Officer
    
    
    
    
    
    
    
    
    
    
    
    X
 18




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##### Table of Contents



SIGNATURES
  PROTALIX BIOTHERAPEUTICS, INC.(Registrant)Date: May 4, 2011
    By:
    /s/ David AviezerDavid Aviezer, Ph.D.President and Chief Executive Officer

(Principal Executive Officer)Date: May 4, 2011
    By:
    /s/ Yossi MaimonYossi MaimonChief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer) 19