**Exhibit 10.34**Amendment to Construction Agreement**Of March 13, 2008**Between:** **Omrix Biopharmaceuticals Ltd.**Company No. 512166059Of Blood Services Building, P.O. Box 888 Tel Hashomer, Kiryat Ono, 55100(hereinafter: the “**Customer**”)**of the First Part****;****And:** **S&A DESIGN AND CONSTRUCTION LTD.**Company No. 512410218Of 4 Hasadna’ot Street, Herzliya Pituach, 54728(hereinafter: the “**Contractor**”)**of the Second Part****;**   **WHEREAS:** On August 2, 2006, the Customer and the Contractor signed aglobal payment contract for the design and construction of amedical preparations factory (hereinafter: the “**OriginalAgreement**”) under which the Contractor is performing design andconstruction works for a new factory for the Customer(hereinafter: the “**Original Project**”); and   **WHEREAS:** The Customer wishes to expand the Original Project and performadditional works on the site, in accordance with the provisionsof this document (hereinafter: the “**Current Project**”),**Now, therefore, it is declared, stipulated and agreed by and between the parties as follows:**1. The Current Project shall be performed in accordance with the conditions of this document ofprinciples and the appendixes hereto, and in accordance with the conditions of the OriginalAgreement, mutatis mutandis (in the event of any conflict, the provisions of this document ofprinciples and the appendixes to it shall prevail). 2. The Current Project shall include initial planning and purchase of parts, materials anddevices as set out in this document of principles and the appendixes hereto, and the doing ofparticular works as set out below. 3. Under the Current Project, the Contractor shall design the Project up to the design level andperformance stage defined in Appendix A.

 

 - 2 - 4. The Contractor shall order and perform the works set out in Appendix B in the CurrentProject in accordance with the timetable set out in Appendix D. 5. The Contractor shall supply the materials, parts and devices set out in Appendix Cunder the Current Project. 6. The areas included in the Current Project shall be marked on a sketch to be attached to thisdocument of principles as Appendix E. 7. Consideration: 7.1. In consideration for performance of the Current Project (i.e., all of the worksset out in this document of principles — sections 1-6 above), the Customer shall paythe Contractor final and total consideration in New Israeli Shekels in the equivalent ofthe sum of $8,000,000, in accordance with completion of the following milestones: 7.1.1. $2,000,000 shall be paid to the Contractor as a down payment on the date ofexecution of this document of principles;  7.1.2. $400,000 shall be paid upon completion of the initial design, and approval ofit by the Customer;  7.1.3. $500,000 shall be paid after 90% of the design review has been completed andapproved by the Customer;  7.1.4. $800,000 shall be paid when the panels of the clean rooms arrive on site;  7.1.5. $800,000 shall be paid when the air conditioning units for the clean roomsarrive on site;  7.1.6. $800,000 shall be paid upon mechanical completion of the clean rooms — i.e.,construction of the clean rooms, assembly of the FFUs, light fittings, flooringand paneling, installation of air conditioning units and other installationssuch that it shall be possible to operate the clean rooms on demand.  7.1.7. $600,000 shall be paid after completion of mechanical construction of thelaboratory, i.e., completion of construction of the structure of the laboratoryand preparation of it for installation of furniture (including walls, floor,air conditioning, electricity, plumbing, etc., except for equipment);  7.1.8. $1,000,000 shall be paid at the end of installation of all laboratoryequipment within the laboratory so that it shall be possible to commenceworking in the laboratory immediately;  7.1.9. $600,000 shall be paid after the containers arrive on site;  7.1.10. $500,000 shall be paid upon execution of an agreement between the Contractorand the manufacture of the filling machines (subject to an agreement that shallbe signed with the machine manufacturer).

 

 - 3 - 8. Guarantee:   In assurance of the performance of all of its undertakings under this Contract, on the dateof execution of this Contract, and in return for payment of the down payment (the firstinstallment as set out in section 7.1.1), the Contractor shall deposit an autonomousdollar-linked bank guarantee in the New Israeli Shekel equivalent of the sum of $1,000,000(one million dollars) in the form attached to the Original Agreement as Appendix L1(hereinafter: the “**Autonomous Guarantee**”), and sections 27, 28 and 29 of the OriginalAgreement shall also apply to this document of principles, mutatis mutandis. For theavoidance of doubt, it is hereby clarified that those provisions of the Original Agreementrelated to the possibility of exercising the bank guarantee and the method of exercise of itshall also apply to this document of principles, mutatis mutandis. In the event of afundamental breach of this document of principles, the Customer may, pursuant to theconditions of the Original Agreement, exercise the Autonomous Guarantee.9. General Provisions: 9.1. Should the Parties to this amendment decide to expand the Current Project(hereinafter: the “Future Project”) and should an agreement be reached regarding theprice, timetable, and other relevant conditions of the Future Proect, the Future Projectshall be performed under the conditions of the Original Agreement and in accordance withthe principles thereof (including the type nature and scope of securities), which shallbe re-executed for the purpose of performance of the Future Project, mutatis mutandisonly, together with all of the appropriate technical appendixes.  9.2. For the avoidance of doubt, it is hereby clarified that all of the products ofthe Current Project shall belong to the Customer only, subject to payment of the fullconsideration as set out in section 7 above.  9.3. The provisions of this amendment shall not require the customer to order the restof the work required to complete the Future Project from the Contractor. If noagreement is reached by the Parties with respect to performance of the Future Project,the Customer shall be entitled to contact a third party to perform the Future Project,on the basis of the products of the work done by the Contractor in accordance with thisamendment, and the Contractor shall have no claims against the Customer and/or suchthird party in respect thereof. Without derogating from the aforesaid, the Contractorundertakes to keep skilled and professional manpower in order to enable performance ofthe works to complete the Future Project within a reasonable and acceptable timetable.The Contractor shall be released from this undertaking if the Parties do not reach anagreement regarding the performance of the Future Project by the contractor within 4months after completion of the Future Project.  9.4. For the avoidance of doubt, it is hereby clarified that a fundamental breach ofthe Original Agreement by the Contractor shall be deemed to also be a breach of thisdocument of principles, which shall enable the Customer to rescind this document ofprinciples (subject to rescission of the Original Agreement).

 

 - 4 -  9.5. For the avoidance of doubt, it is hereby clarified that the Customer’s right torescind this document of principles, should such right arise, due to breach of thisdocument of principles, shall not be dependent upon the Original Agreement, and shallnot require rescission of the Original Agreement.**In witness whereof, the Parties have hereunto set their hands****:**   /s/ Nissim Mashiach /s/ Eric Shem Tov   **Omrix Biopharmaceuticals Ltd.** **S&A Design and Construction Ltd.****