SCIENTIFIC ADVISORY BOARD AGREEMENT

Exhibit 10.1

SCIENTIFIC ADVISORY BOARD AGREEMENT

This Scientific Advisory Board Agreement (this “ Agreement ”), dated May 31, 2007 (the “ Effective Date ”), is by and between Protalix BioTherapeutics, Inc., a Florida corporation (the “ Company ”), and Ernest Beutler, M.D. (“ Advisor ”).

Advisor shall provide advisory services to the Company from time to time at the Company’s request, which advisory services shall include but not be limited to the following: consulting with the Company’s management within Advisor’s professional area of expertise; exchanging strategic and business development ideas with the Company; attending scientific, medical and business meetings with the Company’s management, such as meetings with the United States Food and Drug Administration and comparable foreign regulatory authorities, meetings with strategic or potential strategic partners and other meetings relevant to Advisor’s area of expertise; and attending meetings of the Company’s Scientific Advisory Board; provided, that Advisor shall provide the Company with at least six (6) working days of advisory services per 12-month period (the “ Services ”). Advisor shall render to the Company the services in a timely and professional manner consistent with industry standards, in accordance with this Agreement. It is acknowledged that the Services shall include attendance at meetings from time to time either in person or by video or teleconference. Advisor may not subcontract or otherwise delegate its obligations under this Agreement. Subject to compliance with Advisor’s obligations hereunder, Advisor shall retain the sole control and discretion to determine the methods by which Advisor performs the Services and the places at which, the equipment and supplies with which and the hours during which such Services are to be rendered.

         2.1 Compensation . In consideration of the Services to be rendered in connection with this Agreement, Advisor shall be paid $18,000 per annum, payable in two, semi-annual installments.

         2.2 Restricted Stock Grant . Subject to the approval by the Board of Directors of the Company, the Advisor will receive a grant of 8,000 shares of restricted common stock of the Company under the Company’s 2006 Stock Incentive Plan (the “ Plan ”) to be set forth in a Restricted Stock Award Agreement (the “ Award Agreement ”). The restricted shares will vest over a four-year period as follows: 25% of the shares shall vest on the first anniversary of the date of grant, and the remaining 75% of the shares shall vest in 36 equal, monthly increments thereafter. Advisor acknowledges that until the Board of Directors of the Company resolves to grant such shares of restricted stock, no grant shall be in effect nor shall the Company be obligated or bound to grant such shares of restricted stock. Advisor further acknowledges that the vesting of the restricted shares shall cease upon the date of termination of Advisor’s Continuous Service (as defined in the Plan) for any reason. In the event this Agreement or Advisor’s Continuous Service is terminated for any reason any restricted shares held by Advisor immediately following such termination of Continuous Service shall be deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the restricted shares and shall have all rights and interest in or related thereto without further action by Advisor.

         2.3 Expenses . The Company shall reimburse Advisor for reasonable travel and other business expenses that are incurred by Advisor in the performance of the Services and are approved in advance by the Company, in accordance with the Company’s general policies, as may be amended from time to time. Advisor shall provide the Company with an itemized list of all such expenses and supporting receipts with each invoice therefor.

         2.4 Taxes . Advisor acknowledges and agrees that it shall be Advisor’s obligation to report as income all compensation received by Advisor pursuant to this Agreement and to pay any withholding taxes, self-employment taxes, and social security, unemployment or disability insurance or similar items, including interest and penalties thereon, in connection with any payments made to Advisor by the Company pursuant to this Agreement. Advisor agrees to indemnify, hold harmless and, at the Company’s discretion, defend the Company against any and all liability related thereto, including, without limitation, any taxes, penalties and interest the Company may be required to pay as a result of Advisor’s failure to report such compensation or make such payments.

         3.1 Proprietary Information . Advisor understands that its work for the Company will involve access to and creation of confidential, proprietary and trade secret information and materials of the Company (or its affiliates, licensors, suppliers, vendors or collaborators) (collectively, “ Proprietary Information ”). Proprietary Information includes, without limitation: any (a) tangible chemical, biological and physical research materials provided by the Company to Advisor and any such materials developed by Advisor in connection with the performance of the Services, information, ideas or materials of a technical or creative nature, such as research and development progress and results, products and proposed products, designs and specifications, computer source and object code, patent applications, and other materials and concepts relating to the Company’s products, services, processes, technology or other intellectual property rights; (b) information, ideas or materials of a business nature, such as non-public financial information; information regarding profits, costs, marketing, purchasing, sales, collaborators, suppliers, contract terms, employees and salaries; product development plans; business and financial plans and forecasts; and marketing and sales plans and forecasts; (c) all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, received by Advisor in the course of Advisor’s rendering of Services to the Company, including, without limitation, records and any other materials pertaining to Inventions (as defined below); and (d) the terms and conditions of this Agreement.

         3.2 Restrictions on Use and Disclosure . Advisor understands that Proprietary Information is extremely valuable to the Company and its affiliates, licensors, suppliers, vendors and collaborators. Accordingly, Advisor agrees during the term of this Agreement and thereafter that it: (a) shall hold all Proprietary Information in confidence and trust for the benefit of the Company; (b) shall reveal Proprietary Information only to such of its employees, contractors, agents, consultants, representatives or affiliates (“ Representatives ”) who need to know the Proprietary Information for the purpose of Advisor’s performance of the Services, who are informed by Advisor of the confidential nature of the Proprietary Information and who shall agree in writing to act in accordance with the terms and conditions of this letter agreement; (c) shall not copy or use (or allow any of its Representatives to copy or use) any Proprietary Information, except as may be necessary to perform the Services; (d) shall use the Proprietary Information only for the benefit of the Company (and not for the benefit of Advisor or any third party); and (e) shall not disclose or otherwise make available any such Proprietary Information to any third party except as authorized in writing and in advance by the Company. All Proprietary Information is and shall remain the sole property of the Company.

         3.3 Exclusions . The foregoing restrictions on use and disclosure shall not apply to any Proprietary Information to the extent Advisor can prove such Proprietary Information: (a) is or has become generally known to the public through no unlawful act of Advisor; (b) was known to Advisor at

the time of its disclosure by the Company, as evidenced by Advisor’s written records; (c) was independently developed by Advisor without any use of the Proprietary Information, as evidenced by Advisor’s written records; (d) becomes known to Advisor from a source other than the Company without breach of this Agreement and otherwise not in violation of the Company’s rights, as evidenced by Advisor’s written records; (e) such disclosure is approved in advance and in writing by the Company; or (f) Advisor is legally compelled to disclose such Proprietary Information, provided that Advisor shall give advance notice of such compelled disclosure to the Company, and shall cooperate with the Company in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Proprietary Information.

         3.4 Publications . During the term of this Agreement and for a period of two (2) years thereafter, Advisor agrees to submit to the Company for a period of at least thirty (30) days (the “ Review Period ”) a copy of any proposed manuscript or other materials to be published or otherwise publicly disclosed by Advisor (each a “ Proposed Publication ”) which contains information derived, in whole or in part, from Services performed for the Company in sufficient time to enable the Company to determine if patentable Inventions or Proprietary Information would be disclosed. Nothing herein shall be construed to restrict Advisor’s right to publish material which does not contain Information. Following the expiration of the Review Period, if the Company does not notify Advisor that the Proposed Publication discloses patentable Inventions or Proprietary Information such Proposed Publication shall be deemed to be approved by the Company for publication. In addition, Advisor will cooperate with the Company in this respect and will delete from the manuscript or other disclosure any proprietary Information if requested by the Companies and will assist the Companies in filing for patent protection for any patentable Inventions prior to publication or other disclosure.

         3.5 Disclosure of Relationship . The parties each shall be entitled to disclose that Advisor is serving on the Company’s Scientific Advisory Board, including in any filing, prospectus, press release, business plan, advertisement, or other offering document of the Company or its affiliates; provided, that Advisor shall have the opportunity to review and approve press releases relating to announcement of this Agreement and developments in the business of the Company prior to release, with approval of such press releases not to be unreasonably delayed or withheld. Notwithstanding the foregoing, the Company shall not require the approval by Advisor of any governmental filing or press release that in the opinion of the Company’s counsel is required to be made.

         4.1 Definition . As used herein, “ Inventions ” shall include, without limitation, all designs, know-how, trade secrets, copyrightable works, ideas, discoveries, creations, inventions, innovations, technology, apparatus, techniques, methods, biological processes, cell lines, laboratory notebooks and formulas (whether or not patentable or copyrightable or constituting trade secrets) and other inventions, and any related work-in-progress, improvements or modifications to the foregoing, that are created, developed or conceived (alone or with others) in connection with Advisor’s activities for the Company (a) during the term of this Agreement, whether or not created, developed or conceived during regular business hours, and (b) if based on Proprietary Information, after termination of this Agreement. Inventions shall include, without limitation, all materials delivered to the Company in connection with this Agreement.

         4.2 Assignment . All Inventions shall be considered “work made for hire” (as such term is defined in 17 U.S.C. §101) and shall be the sole property of the Company, with the Company having the

right to obtain and hold in its own name all intellectual property rights in and to such Inventions. To the extent that the Inventions may not be considered “work made for hire,” Advisor hereby irrevocably assigns and agrees to assign to the Company, without additional consideration, all right, title and interest in and to all Inventions, whether currently existing or created or developed later, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual property and proprietary rights related thereto, whether existing now or in the future, effective immediately upon the inception, conception, creation or development thereof. Advisor shall (a) disclose promptly to the Company all Inventions and (b) whether during or after the period of its consulting arrangement with the Company, execute such written instruments and do such other acts as may be necessary in the opinion of the Company to obtain a patent, register a copyright or otherwise evidence or enforce the Company’s rights in and to such Inventions (and Advisor hereby irrevocably appoints the Company and any of its officers as its attorney in fact to undertake such acts in its name).

         4.3 License . To the extent, if any, that Advisor retains any right, title or interest in or to any Inventions, Advisor hereby grants to the Company a perpetual, i