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Exhibit 4.12
FIRST AMENDMENT AND WAIVER
FIRST AMENDMENT AND WAIVER, dated as of January 13, 2005, (this
"Amendment and Waiver"), between Omrix Biopharmaceuticals, Inc., a
Delaware
corporation (the "Company") and Johnson & Johnson Development
Corporation
("JJDC").
WHEREAS, the Company issued to JJDC that certain Common Stock
Purchase
Warrant, dated August 11, 2004 (the "Warrant") represented by
Certificate no.
JJ-1, whereby JJDC is entitled to purchase, subject to the terms
and conditions
set forth therein, an aggregate of up to One Hundred Thousand
(100,000) shares
(subject to adjustment as provided therein) of common stock, par
value $.10 per
share (the "Common Stock"), of the Company at a purchase price of
$12.29 per
share (subject to adjustment as set forth therein, the "Exercise
Price"),
payable as provided therein. Capitalized terms used but not
otherwise defined
herein have the meanings assigned to them in the Warrant; and
WHEREAS, the Company proposes to enter into a transaction (the
"Recapitalization") pursuant to which the holders of (i) the
Company's senior
subordinated convertible promissory notes (the "1998/1999 Notes")
and warrants
issued in connection with the issuance of the 1998/1999 Notes, (ii)
the
Company's senior secured convertible promissory notes issued in
September 2002
to refinance certain notes issued by the Company in 2001, (iii)
additional
senior secured convertible promissory notes of the Company issued
in September
2002 and (iv) the Company's Series A Convertible Preferred Stock
and Series B
Convertible Preferred Stock will convert such securities into
and/or exchange
such securities for Common Stock of the Company; and
WHEREAS, the Company and JJDC desire to amend certain provisions of
the
Warrant in connection with the Recapitalization;
NOW,
