Exhibit
10.4.2


 


CONFIDENTIAL
TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


[*****]
INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.


 


Amendment No. 1 to the Manufacturing
Agreement


 


Between
The American National Red Cross, Penn-Jersey Region (“ARC”),
and
Macrocure Ltd. (“Macrocure”)


 


WHEREAS, ARC and Macrocure entered into the
Non Clinical and Clinical Manufacturing Agreement, dated July 11, 2010 (the “Manufacturing Agreement”); and


 


WHEREAS, the Parties seek to amend the Manufacturing
Agreement as of the date last signed below (Amendment Effective Date);


 


NOW, THEREFORE,
in consideration of the mutual covenants and undertakings contained herein, the parties agree to amend the Manufacturing Agreement
as follows:


 


	1.	ARTICLE 4 SERVICES
	 	 
	 	Section 4.2 Scope is amended to add the following as a new last sentence:
	 	 
	 	“For activities requested by Macrocure that fall outside of the Services contracted for herein, ARC shall provide
    a Statement of Work and cost proposal to Macrocure. Upon mutual written consent the Parties will amend the Agreement to include
    the new Scope of Work and Fees or negotiate a separate agreement if necessary.”
	 	 
	2.	ARTICLE 6 TRAINING/STEERING COMMITTEE AND PIP
	 	 
	 	Article 6 is amended to add a new Subsection 6.4 as follows:
	 	 
	 	6.4 Additional Staff. The Parties will discuss requests that require additional staff services and additional compensation.
	 	 
	3.	ARTICLE 8 COMPENSATION AND PERIODS
	 	 
	(a)	Section 8.1 shall be amended by adding the following as a new second sentence:
	 	 
	 	“Beginning April 10, 2015 all Fees and prices shall increase on April 9th
    of the contract year at a rate that is in accordance with CPl.”
	 	 
	(b)	Section 8.4 of the Manufacturing Agreement shall be amended so that following  the
    execution of this Amendment the word “thirty” in the third sentence which begins with “Subsequent
    Payments” and ends with “covered under such payments”, shall be replaced with the word “sixty”.
	 	 
	4.	ARTICLE 12 INDEMNIFICATION AND INSURANCE
	 	 
	 	Section 12.1(a) of the Manufacturing Agreement shall be amended so that the word
    “Macrocure”     shall be replaced with “ARC”.
	 	 
	5.	ARTICLE 13 TERM AND TERMINATION



 


	 	(a)	Section 13.1 is amended and the Parties agree to extend the Term of the Manufacturing
    Agreement by adding a 2nd Renewal Term to the Agreement of July 11, 2014 through April 25, 2017.
	 	 	 
	 	(b)	Section 13.1 is amended by adding the following as a new second to the last sentence
    of the Section: “Either Party shall notify the other the Party of its desire to renew this Agreement at least nine
    (9) months before the end of a Renewal Term. If a renewal of the Agreement is mutually desired, the Parties will negotiate
    to amend the Agreement and if successful, execute an appropriate amendment.”



 


	6.	EXHIBIT 1, Section 2. Monthly Fixed Payment
	 	 
	 	The second bullet point in the Section which reads as follows, “The Monthly Fixed Payment
    shall be ***** per month for the Renewal Term.” is replaced and superseded by the following :



 


	 	•	As of the Amendment Effective Date, the Monthly Fixed Payment shall be *****
    per month.


 


Except as to the terms amended by this Amendment,
all other terms and conditions of the Manufacturing Agreement, including all amendments, attachments, and addenda thereto are
declared by the parties to be in full force and effect, and, except as otherwise provided in this Amendment, all defined terms
used in this Amendment shall have the meanings set forth for such terms in this Amendment. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Manufacturing Agreement.


 


SIGNATURE PAGE TO FOLLOW



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IN WITNESS WHEREOF,
the parties have caused this Amendment to be executed by their duly authorized representatives as of the day and year written
below.


 


	MACROCURE LTD.	 	The American National Red Cross
Penn-Jersey Region
	SIGNATURE: 	/s/ David Ben-Ami	 	SIGNATURE: 	/s/ Robert Kessler
	NAME:	David Ben-Ami	 	NAME:	Robert Kessler
	TITLE:	Chairman	 	TITLE:	CEO
	DATE:	April 17th, 2014	 	DATE:	4/23/14
	ADDRESS:	 	 	ADDRESS:	 




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