WAIVER AGREEMENT

<PAGE>
                                                                    Exhibit 4.13

                                WAIVER AGREEMENT

     WAIVER AGREEMENT ("Agreement"), dated as of February 22, 2005 between the
persons whose names appear on the signature pages hereof (individually a
"Warrantholder" and collectively the "Warrantholders") and Omrix
Biopharmaceuticals, Inc. (the "Company")

                              W I T N E S S E T H :

     WHEREAS, Warrantholders are the record and beneficial owners of certain
warrants to purchase common stock of the Company comprising "Advisory Warrants"
and "Strategic Warrants" identified on Schedule A to this Agreement
(collectively, the "Warrants") granting Warrantholders the right to purchase
shares of the Company's Common Stock from the Company; and

     WHEREAS, the Warrants provide for adjustment of the respective Exercise
Prices upon certain issuances or sales of Common Stock for a consideration per
share less than the Per Share Price set forth in the Warrants;

     WHEREAS, the Company proposes to enter into a transaction (the
"Transaction") pursuant to which some holders of senior secured convertible
promissory notes of the Company issued in September 2002 will convert such
securities into Common Stock of the Company; and that the conversion will occur
at the same conditions as the ones of the Recapitalization of the Company of
January 2005;

     WHEREAS, in connection with the Plan of Recapitalization, the Company has
requested that Warrantholders waive certain adjustments contemplated by the
Warrants and Warrantholders are willing to do so in accordance with the terms
and conditions of this Agreement;

     NOW, THEREFORE, for good and valuable consideration, receipt ands
sufficiency of which are hereby acknowledged, the parties hereto herby agree as
follows:

     1. Definitions. Capitalized terms used herein and not otherwise defined are
used herein as defined in the Warrants.

     2. Waiver of the Anti-Dilution Adjustments: Warrantholders hereby waive any
antidilution protection or other adjustment provided under the Warrants
(including, but not limited to, Section 2 thereof and the related definitions)
with regard to Common Stock and/or options, warrants, or other Common Stock
purchase rights to be issued in the Transaction contemplated thereby and
acknowledge that the waiver being granted pursuant to this Agreement is in lieu
of any such antidilution protection or other adjustments. The foregoing
notwithstanding, the waiver granted by this Agreement is granted solely in
connection with the contempl