##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 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
    
    Smaller reporting company  o(Do not check if a smaller reporting company)
 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, 2010 (Unaudited) and December 31, 2009
    
    
    1Condensed Consolidated Statements of Operations (Unaudited) 
For the Three Months Ended March 31, 2010 and 2009
    
    
    2Condensed Consolidated Statement of Changes in Shareholders Equity (Unaudited) 
For the Three Months Ended March 31, 2010 and 2009
    
    
    3Condensed Consolidated Statements of Cash Flows (Unaudited) 
For the Three Months Ended March 31, 2010 and 2009
    
    
    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
    
    
    13Item 4. Controls and Procedures
    
    
    14PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    16Item 1A. Risk Factors
    
    
    16Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3. Defaults Upon Senior Securities
    
    
    16Item 4. Submission of Matters to a Vote of Security Holders
    
    
    16Item 5. Other Information
    
    
    16Item 6. Exhibits
    
    
    17Signatures
    
    
    18EX-31.1EX-31.2EX-32.1EX-32.2
  i




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##### Table of Contents



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
   
    
    the inherent risks and uncertainties in developing drug platforms and products of
the type we are developing;
    
    delays in our preparation and filing of applications for regulatory approval;
    
    delays in the approval or the potential rejection of any applications we file with
the U.S. Food and Drug Administration, or the FDA, or other regulatory authorities;
    
    any lack of progress of our research and development (including the results of
clinical trials we are conducting);
    
    obtaining on a timely basis sufficient patient enrollment in our clinical trials;
    
    the impact of development of competing therapies and/or technologies by other
companies;
    
    our ability to obtain additional financing required to fund our research programs;
    
    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 establish and maintain strategic license, collaboration and
distribution arrangements and to manage our relationship with Pfizer Inc., Teva Ltd. or
with any other collaborator, distributor or partner;
    
    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 manufacturing facilities and our customers,
suppliers, distributors, collaborative partners, licensees and clinical trial sites.
  ii




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 PROTALIX BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31, 2010
    
    
    December 31, 2009(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    69,364
    
    
    $
    81,266Accounts receivable
    
    
    3,625
    
    
    
    2,144Total current assets
    
    
    72,989
    
    
    
    83,410FUNDS IN RESPECT OF EMPLOYEE
RIGHTS UPON RETIREMENT
    
    
    778
    
    
    
    724PROPERTY AND EQUIPMENT, NET
    
    
    14,674
    
    
    
    14,537Total assets
    
    $
    88,441
    
    
    $
    98,671LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and accrualsTrade
    
    $
    5,429
    
    
    $
    3,406Other
    
    
    9,824
    
    
    
    13,561Deferred revenues
    
    
    4,563
    
    
    
    4,563Total current liabilities
    
    
    19,816
    
    
    
    21,530LONG-TERM LIABILITIES:Deferred revenues
    
    
    58,908
    
    
    
    60,049Liability for employee rights upon retirement
    
    
    1,503
    
    
    
    1,209Total long term liabilities
    
    
    60,411
    
    
    
    61,258COMMITMENTSTotal liabilities
    
    
    80,227
    
    
    
    82,788SHAREHOLDERS EQUITY
    
    
    8,214
    
    
    
    15,883Total liabilities and shareholders equity
    
    $
    88,441
    
    
    $
    98,671
 The accompanying notes are an integral part of the condensed consolidated financial statements.
 1




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##### Table of Contents



PROTALIX BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months EndedMarch 31, 2010
    
    
    March 31, 2009REVENUES
    
    $
    1,141RESEARCH AND DEVELOPMENT EXPENSES (1)
    
    
    8,908
    
    
    $
    5,086less  grants
    
    
    (1,266
    )
    
    
    (1,292
    )7,642
    
    
    
    3,794GENERAL AND ADMINISTRATIVE EXPENSES (2)
    
    
    1,619
    
    
    
    1,241OPERATING LOSS
    
    
    8,120
    
    
    
    5,035FINANCIAL EXPENSES ( INCOME)  NET
    
    
    (165
    )
    
    
    148NET LOSS FOR THE PERIOD
    
    $
    7,955
    
    
    $
    5,183NET LOSS PER SHARE OF COMMON STOCK 
BASIC AND DILUTED
    
    $
    0.10
    
    
    $
    0.07WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK USED IN COMPUTING LOSS PER
SHARE:Basic and diluted
    
    
    80,850,551
    
    
    
    75,947,708(1) Includes share-based compensation
    
    $
    121
    
    
    $
    278(2) Includes share-based compensation
    
    $
    163
    
    
    $
    184
 The accompanying notes are an integral part of the condensed consolidated financial statements.
 2




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PROTALIX BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
 AdditionalCommon
    
    
    Common
    
    
    paid-in
    
    
    AccumulatedStock (1)
    
    
    Stock
    
    
    capital
    
    
    deficit
    
    
    TotalNumber
    
    
    AmountBalance at December 31, 2008
    
    
    75,938,059
    
    
    $
    76
    
    
    $
    119,281
    
    
    $
    (75,010
    )
    
    $
    44,347Changes during the three
month period ended March
31, 2009(Unaudited):Share-based compensation
    
    
    
    
    
    
    
    
    
    
    462
    
    
    
    
    
    
    
    462Exercise of options
granted to
employees (includes
Net Exercise)
    
    
    35,068
    
    
    
    *
    
    
    
    2
    
    
    
    
    
    
    
    2Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,183
    )
    
    
    (5,183
    )Balance at March 31, 2009
(Unaudited)
    
    
    75,973,127
    
    
    $
    76
    
    
    $
    119,745
    
    
    $
    (80,193
    )
    
    $
    39,628Balance at December 31, 2009
    
    
    80,841,237
    
    
    $
    81
    
    
    $
    122,252
    
    
    $
    (106,450
    )
    
    $
    15,833Changes 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
    )
    
    $
    8,214
 
 (1)
    
    Common Stock, $0.001 par value; Authorized  as of March 31, 2010 and March 31, 2009 -
150,000,000 shares.*
    
    Represents an amount less than $1. The accompanying notes are an integral part of the condensed consolidated financial statements.
 3




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PROTALIX BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31, 2010
    
    
    March 31, 2009CASH FLOWS FROM OPERATING
ACTIVITIES:Net loss
    
    $
    (7,955
    )
    
    $
    (5,183
    )Adjustments required to reconcile net loss
to net cash provided by (used in) operating
activitiesShare based compensation
    
    
    284
    
    
    
    462Depreciation of fixed assets
    
    
    697
    
    
    
    455Financial income (expenses) net (mainly
exchange differences)
    
    
    (25
    )
    
    
    235Changes in accrued liability for employee
rights upon retirement
    
    
    274
    
    
    
    69Gain on amounts funded in respect of
employee rights upon retirement
    
    
    
    
    
    
    (7
    )Gain on sale of fixed assets
    
    
    
    
    
    
    (28
    )Changes in operating assets and liabilities:Decrease in deferred revenues
(including non- current portion)
    
    
    (1,141
    )Increase in accounts receivable
    
    
    (1,454
    )
    
    
    (1,642
    )Increase (decrease) in accounts
payable and accruals
    
    
    375
    
    
    
    (343
    )Net cash used in operating activities
    
    $
    (8,945
    )
    
    $
    (5,982
    )CASH FLOWS FROM INVESTING
ACTIVITIES:Purchase of property and equipment
    
    $
    (2,961
    )
    
    $
    (1,305
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    61Amounts funded in respect of employee
rights upon retirement, net
    
    
    (42
    )
    
    
    (20
    )Net cash used in investing activities
    
    $
    (3,003
    )
    
    $
    (1,264
    )CASH FLOWS FROM FINANCING ACTIVITIES:Exercise of options
    
    $
    2
    
    
    
    Net cash provided by financing activities
    
    $
    2
    
    
    
    EFFECT OF EXCHANGE RATE CHANGES
ON CASH
    
    $
    44
    
    
    $
    (439
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (11,902
    )
    
    
    (7,685
    )BALANCE OF CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD
    
    
    81,266
    
    
    
    42,596BALANCE OF CASH AND CASH EQUIVALENTS AT END
OF PERIOD
    
    $
    69,364
    
    
    $
    34,911
 The accompanying notes are an integral part of the condensed consolidated financial statements.
 4




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PROTALIX BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31, 2010
    
    
    March 31, 2009SUPPLEMENTARY INFORMATION ON INVESTING AND
FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:Purchase of property and equipment
    
    $
    2,398
    
    
    $
    1,657Issuance cost not yet paid and accruals  other
    
    $
    5
    
    
    $
    5Exercise of options granted to employees
    
    
    
    
    
    $
    2
 The accompanying notes are an integral part of the condensed consolidated financial
statements.
 5




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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 European
Medicines Agency, or EMEA, application process in Europe. The Companys lead
product development candidate is taliglucerase alfa for the treatment of Gaucher
disease (the brand name for which is UPLYSO), which the Company is developing using
its ProCellEx protein expression system.In September 2009, the Company successfully completed its phase III pivotal trial of
taliglucerase alfa. In December 2009, the Company filed a New Drug Application
(NDA) submission with the U.S. Food and Drug Administration (FDA) for
taliglucerase alfa for the treatment of Gaucher disease. 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 patients currently treated
under the current standard of care to treatment with taliglucerase alfa. This
switchover-study is not a prerequisite for the marketing approval of taliglucerase
alfa. In August 2009, the Company received Fast Track Designation for taliglucerase
alfa, and in September 2009, the FDAs Office of Orphan Product Development granted
taliglucerase alfa Orphan Drug Status.The Company was in the development stage from its inception until November 2009 (see
b below).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.In addition to taliglucerase alfa, the Company is developing an innovative product
pipeline using the Companys ProCellEx protein expression system. The Companys
product pipeline currently includes, among other candidates, therapeutic protein
candidates for the treatment of Fabry disease, a rare, genetic lysosomal disorder in
humans, an acetylcholinesterase enzyme-based therapy for biodefense and intoxication
treatments, antiTNF, a plant cell expressed recombinant fusion protein made from the
soluble form of the human TNF receptor (TNFR) which is being developed as a
treatment of certain immune diseases such as rheumatoid arthritis, juvenile
idiopathic arthritis, ankylosing spondylitis, psoriatic arthritis and plaque
psoriasis, and additional undisclosed therapeutic proteins, all of which are
currently being evaluated in animal studies. In March 2010, the Company initiated a
phase I clinical trial of PRX-105, the Companys plant cell expressed pegylated
recombinant acetylcholinesterase product candidate for biodefense indications.
 6




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PROTALIX BIOTHERAPEUTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SIGNIFICANT ACCOUNTING POLICIES (Continued):
 Successful completion of the Companys development program 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 sales adequate to support the Companys 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.2.
    
    Subsequent EventsThe Company has evaluated events through the date of issuance of the financial
statements. See Note 3.
 b.
    
    General Basis of Presentation
   c.
    
    Net loss per share
    7




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PROTALIX BIOTHERAPEUTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SIGNIFICANT ACCOUNTING POLICIES (Continued):
 d.
    
    Newly Issued Accounting Pronouncements
 In October 2009, the Financial Accounting Standards Board issued an Accounting Standards
Update to ASC 605, ASU No. 2009-13, Multiple Deliverable Revenue Arrangements (ASU
2009-13). ASU 2009-13 provides guidance on whether multiple deliverables in a revenue
arrangement exist, how the arrangement should be separated, and how the consideration
should be allocated. Pursuant to ASU 2009-13, when vendor specific objective evidence
or third party evidence for deliverables in an arrangement cannot be determined, a best
estimate of the selling price is required to separate deliverables and allocate
arrangement consideration, using the relative selling price method. In addition, the
residual method of allocating arrangement consideration is no longer permitted under ASU
2009-13.ASU 2009-13 is effective for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. The Company is currently evaluating
the potential impact of ASU 2009-13 on its consolidated financial position, results of
operations and cash flows.
 NOTE 2  STOCK TRANSACTIONS
 a.
    
    On February 7, 2010, the Companys Board of Directors approved the grant of
options to purchase 160,000 shares of Common Stock to a new executive officer of the
Company with an exercise price equal to $6.81 per share. The options vest over a
four-year period, with the first 25% to vest on the first anniversary of the date of
the grant and the remaining 75% in equal tranches on a quarterly basis for three years
thereafter. The options are exercisable over a 10-year period commencing on the date
of grant. The Company estimated the fair value of the options on the date of grant
using the Black-Scholes option-pricing model to be approximately $740, based on the
following weighted average assumptions: dividend yield of 0% for all years; expected
volatility of 76.02%; risk-free interest rates of 2.96%; and expected life of 6 years.b.
    
    During the three months ended March 31, 2010, the Company issued a total of
20,007 shares of Common Stock in connection with the exercise of a total of 34,312
options by certain employees of the Company. The Company received aggregate cash
proceeds equal to approximately $2 in connection with such exercises, and 20,312 of the
options were exercised on a net exercise basis.c.
    
    In February 2010, the Companys Board of Directors approved the grant of
options to purchase 1,016,000 shares of Common Stock, in the aggregate, to certain
officers and employees of the Company with an exercise price equal to $6.90 per share.
The options vest quarterly over three years, commencing after the FDAs approval of
taliglucerase alfa, if at all. The options are exercisable over a 10-year period
commencing on the date of grant. The Company estimated the fair value of the options
on the date of grant using the Black-Scholes option-pricing model to be approximately
$5.7 million, based on the following weighted average assumptions: dividend yield of 0%
for all years; expected volatility of 75.74%; risk-free interest rates of 3.69%; and
expected life of 10 years. The Company will start charging these expenses following
the FDAs approval of taliglucerase alfa.
 NOTE 3  SUBSEQUENT EVENTS
  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, 2009. 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, 2009 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
   TM TM
 9




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10




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Critical Accounting Policies
   Results of Operations
 Three months ended March 31, 2010 compared to the three months ended March 31, 2009
 Revenues
  Research and Development Expenses
   General and Administrative Expenses
  Financial Expenses and Income
  11




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Liquidity and Capital Resources
 Sources of Liquidity
    Cash Flows
   Future Funding Requirements
   12




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Effects of Inflation and Currency Fluctuations
   Recently Issued Accounting Pronouncements
   Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Currency Exchange Risk
  13




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Three months ended
    
    Year endedMarch 31,
    
    December 31,2010
    
    2009
    
    2009Average rate for period
    
    
    3.7344
    
    
    
    4.0585
    
    
    
    3.933Rate at period end
    
    
    3.7130
    
    
    
    4.1880
    
    
    
    3.775
  Interest Rate Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   14




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Inherent Limitations on Effectiveness of Controls
  Changes in internal controls
  15




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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
  Use of Proceeds
    
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  16




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Item 6. Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    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
 17




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SIGNATURES
  PROTALIX BIOTHERAPEUTICS, INC.
(Registrant)Date: May 10, 2010
    By:
    /s/ David AviezerDavid Aviezer, Ph.D.President and Chief Executive Officer
(Principal Executive Officer) Date: May 10, 2010
    By:
    /s/ Yossi MaimonYossi MaimonChief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer) 18