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ON THE COMPANY
A. History and Development of the Company
Our History
Our legal name is MediWound Ltd. and our commercial name is MediWound.
We are a company limited by shares organized under the laws of
the State of Israel. MediWound was founded and incorporated in January 2000. We are registered with the Israeli Registrar of Companies.
Our registration number is 51-289494-0. Our principal executive offices are located at 42 Hayarkon Street, Yavne 8122745, Israel, and
our telephone number is +972 (77)-971-4100.
Our agent for service of process in the United States is Puglisi
& Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711, and its telephone number is +1 (302) 738-6680.
The SEC maintains an internet site that contains reports, proxy
and information statements, and other information regarding issuers that file electronically with the SEC at: http://www.sec.gov. Our
website address is www.MediWound.com. Information contained on, or that can be accessed through, our website does not constitute a part
of this annual report and is not incorporated by reference herein. We have included our website address in this annual report solely for
informational purposes.
Principal Capital Expenditures
For a description of our principal capital expenditures and divestitures,
see ITEM 5. “Operating and Financial Review and Prospects-Liquidity and Capital Resources” and Note 15A(3) to our consolidated
financial statements included elsewhere in this annual report.
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B. Business Overview
We are a global leader in next-generation enzymatic therapeutics
focused on non-surgical tissue repair. Our solutions selectively remove non-viable hazardous tissue while preserving healthy tissue, offering
a safer and more effective alternative to traditional methods. With robust in-house research, development, and manufacturing capabilities,
the company produces and commercializes cutting-edge biologics for wound and burn care that exceed existing standards of care, improve
patient outcomes, and reduce healthcare costs by eliminating the need for surgical interventions.
Our flagship product, NexoBrid, is a topically administered biological
orphan drug that enzymatically removes eschar while preserving viable tissue in patients with deep partial- and full-thickness thermal
burns. It is approved for use in more than 40 countries, including the United States, in the European Union Japan and Australia.
EscharEx®
is a bromelain-based, bioactive enzymatic therapy in advanced clinical development for the debridement of chronic and hard-to-heal wounds.
Designed for topical, once-daily application, EscharEx has demonstrated a favorable safety profile and effective wound bed preparation
in multiple Phase II trials. The therapy has shown the ability to remove non-viable tissue, promote granulation tissue, and reduce bioburden
and biofilm. A global Phase III study in venous leg ulcers (VLUs) is currently underway, and a Phase II clinical study in diabetic foot
ulcers (DFUs) is planned to be initiated in the second half of 2026. EscharEx has shown clinical advantages over the leading enzymatic
debridement product and targets a substantial global market opportunity.
Our pipeline also includes MW005, a topical therapeutic for the
treatment of basal cell carcinoma that has demonstrated positive results in a Phase I/II study.
We manufacture NexoBrid and our product candidates in our cGMP
certified sterile manufacturing facility at our headquarters in Yavne, Israel.
Key Recent Developments
NexoBrid
In November 2025, commissioning of the expanded NexoBrid manufacturing
facility was completed. The expanded NexoBrid manufacturing facility is now fully operational, increasing production capacity sixfold
to support growing global demand; market availability remains subject to completion of regulatory reviews and approvals, which are expected
in 2026.
In 2025, we received an additional $3.6 million in funding from
the DoW to advance development of a room temperature-stable formulation of NexoBrid. The supplemental funding will support expanded CMC
activities, enhancement of in-house manufacturing capabilities and initial preparations for a clinical trial.
In September 2025, the Therapeutic Goods Administration approved
NexoBrid for use in Australia in both adult and pediatric burn patients, expanding approved markets to 45 countries worldwide.
EscharEx
In February 2025, we initiated VALUE, a global, pivotal Phase III
trial evaluating EscharEx for the treatment of VLUs, in which 216 patients across 40 sites in the United States and Europe will be enrolled.
The majority of the sites are already active. The co-primary endpoints are the incidence of complete debridement and facilitation of wound
closure. An interim sample size assessment will be conducted after 65% of patients complete treatments, enabling adaptive adjustments
as needed. Interim assessment and enrollment completion are expected by year-end 2026.
In addition to the VALUE study, we plan to initiate a randomized, head-to-head Phase
II study in VLU patients in 2026, comparing EscharEx to collagenase SANTYL®
ointment, approved by the FDA for debriding chronic dermal ulcers , and other non-surgical standard of care.
During 2025 through the date of this report, we expended our strategic research collaborations
and the EscharEx program is supported by leading global wound care companies, including Coloplast, B. Braun, Convatec, Essity, Mölnlycke,
Solventum, and MiMedx, reflecting strong industry validation of the program.
Following constructive and aligned regulatory feedback on trial
design and development strategy from both the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA),
the Company plans to initiate a Phase II study of EscharEx in DFUs in the second half of 2026.
In November 2025, an independent global consulting firm estimated
a peak sales opportunity of approximately $831 million for EscharEx.
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In January 2026 we announced that a prospective, single-arm investigator-initiated
trial (IIT) to evaluate the safety and efficacy of EscharEx in pressure ulcers is planned to initiate in the second half of 2026
MW005
In July 2023, we announced positive results in our U.S. Phase I/II
study of MW005 for the treatment of basal cell carcinoma. Fifteen patients were treated with MW005 and completed the study. Results showed
MW005 was well-tolerated, with a high level of patient compliance. Based on clinical assessments, eleven out of fifteen patients achieved
complete clearance of their BCCs; the majority of these patients also had histologically confirmed complete clearance.
Securities
Purchase Agreement
In September 2025, we entered into a Securities Purchase Agreement
(the “SPA”) with certain purchasers, in connection with the offer and sale (the “Offering”) of 1,734,105 of our
ordinary shares, par value NIS 0.07 per share (the “Ordinary Shares”). The purchase price of the Ordinary Share was $17.30,
and the Offering was made pursuant to a “shelf” registration statement on Form F-3, declared effective by the SEC on March
27, 2025. The Offering closed on September 30, 2025 and the gross proceeds we received were approximately $30.0 million. We intend to
use the net proceeds from the Offering primarily to support EscharEx’s pre-commercial activities, to enhance its large-scale manufacturing
capabilities and for general corporate purposes. H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement
agent for the Offering.
Our Focus:
Burn Care
Burns are a significant global health concern, causing severe physical
and psychological harm while placing considerable burdens on patients and healthcare systems. Immediate and effective removal of necrotic
tissue is crucial to reducing infection risk and ensuring optimal healing; however, traditional surgical methods can be invasive and imprecise.
NexoBrid, our innovative enzymatic debridement therapy, addresses this unmet need by selectively removing non-viable tissue while preserving
healthy skin. By offering a less invasive alternative to surgery, NexoBrid promotes faster healing, reduces complications, and improves
the overall quality of burn care for patients around the world.
NexoBrid, a concentrate of proteolytic enzymes enriched in bromelain,
is a topically administered biological orphan drug that enzymatically removes eschar while preserving viable tissue in patients with deep
partial- and full-thickness thermal burns. It is approved in more than 45 countries, including the United States, European Union, Japan
and Australia. NexoBrid has been investigated in hundreds of patients across more than 22 countries and four continents in ten completed
Phase II, Phase III and post-marketing clinical studies. Over 16,000 burn patients have been treated with NexoBrid in the market since
2013 and the safety and efficacy data reported from post-marketing data sources are consistent with the data available from clinical trials
and no new safety signals have been observed. There have been hundreds of presentations and several award-winning abstracts of NexoBrid
in international and national scientific conferences, as well as about 150 peer-reviewed papers, resulting in the support of burn specialists
and key opinion leaders. Awareness of NexoBrid continues to grow through our marketing efforts in countries where the drug is approved.
Burn Wounds
Burns are life threatening and debilitating traumatic injuries
causing considerable morbidity and mortality. A burn may result from thermal, electrical or chemical means that destroy the skin to varying
depths. According to Critical Care, an international clinical medical journal, burns are also among the most expensive traumatic injuries
because of long and costly hospitalization, rehabilitation and wound and scar treatment.
Most burn injuries involve part of or the entire thickness of the
skin and in some cases, the deeper subcutaneous fat tissue or underlying structures. The severity of the burn depends on three main factors:
• The extent of the surface that the burn occupies is usually referred to as percent of total body surface area (“TBSA”). A burn on an adult’s entire palm would generally amount to 1% TBSA, and the average hospitalized patient has a burn covering approximately 9% TBSA. Burns covering more than 15-20% TBSA usually require hospitalization and may result in dehydration, shock and increased risk of mortality.
• The depth of the burn, referred to in terms of “degree” is generally classified into four categories:
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○ Superficial or first-degree burns. Such burns do not penetrate the basal membrane and usually heal naturally.
○ Dermal/partial thickness or second-degree burns. Such burns are characterized by varying amounts of damaged dermis and can be further subdivided into superficial and deep partial-thickness burns. Superficial partial-thickness burns may heal spontaneously after removal of the covering thin eschar. Conversely, deep partial-thickness burns are often difficult for physicians to accurately diagnose before eschar removal and may progress and transform into full-thickness burns if not debrided in a timely manner, depending on the magnitude of latent tissue death of the surrounding skin.
○ Full thickness or third-degree burns. Such burns are characterized by death of the entire dermal tissue down to the subcutaneous fat and must be debrided and treated by autografting, which is the process of harvesting skin from healthy donor sites on a patient’s body and transplanting it on the post-debridement, clean wound bed.
○ Fourth-degree burns. Such burns, which are rare, extend beyond the subcutaneous fat tissue into the underlying structures, such as muscle or bone, and also require debridement and further substantial treatment.
• Other factors include the age of the victim, the body part where the burn occurred and any co-morbidities of the patient. For example, some patients may require hospitalization regardless of the TBSA or degree of the burn, such as children, the elderly or victims with burns to the extremities, joints or head/neck area or with co-morbidities such as smoke inhalation, diabetes or obesity.
When patients are hospitalized for a severe burn, the first step
in the treatment after patient stabilization and resuscitation is usually eschar removal. The eschar is the burned tissue in the wound,
which is deprived of blood and isolated from all natural systemic defense mechanisms. Eschar removal is an essential first step in the
treatment of patients with severe burns, allowing for:
• the prevention of local infection, sepsis (a systemic inflammatory response caused by severe infection) and additional damage to surrounding viable tissue; and
• the initiation of the body’s healing process and scar prevention.
In addition to minimizing the possibility of additional complications,
once the eschar is removed, a physician may properly diagnose the true extent of the trauma by a direct visual assessment of the clean
wound bed. An informed treatment strategy can be decided upon only if the depth of the burn and extent of the tissue damage is known.
Diagnosis of burn depth is difficult, especially because the burn commonly changes its appearance during the first days after injury due
to burn progression. Burns that are initially difficult to classify due to the presence of eschar are referred to as “indeterminate”
burns. This ambiguity can delay the assessment of the burn depth and formulation of proper treatment. Unless the burns are life-threatening,
definitive treatment is postponed for several days post-injury until diagnosis is clearer, when burn progression by death of the surrounding
and underlying tissue has already occurred and ended. During this delay, local and systemic effects of post-burn inflammation and bacterial
contamination can occur. Therefore, earlier, selective eschar removal is essential to prevent eschar-related complications and to allow
the physician to reach an informed decision on further treatment.
Currently, there are two main treatment modalities for debridement:
• Surgical debridement
○ Surgical debridement predominantly includes tangential excision, a procedure in which a surgeon amputates the entire dead tissue mass, layer after layer, down to healthy, viable tissue. The excision is extended into healthy intact tissue to make sure that no trace of the eschar remains, resulting in up to an estimated 30-50% of healthy tissue being excised during this procedure. Other methods include dermabrasion, in which a mechanically powered, hand-held rotating abrading cylinder is used to slowly scrape off tissue, and hydro surgery, in which a high-pressure flow of water abrades the tissue. These alternative methods have attempted to limit the trauma associated with tangential excision, but entail spray of contaminated eschar or take a significantly longer time to complete than tangential excision.
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○ The benefits of surgical eschar removal are that it is usually fast and effective. Disadvantages include the significant trauma of the procedure, associated blood loss, risk of surgery in delicate areas of the body such as hands, added costs, and, most importantly, the loss of viable tissue that necessitates additional surgical procedures for harvesting skin from healthy donor sites and autografting.
○ Due to the disadvantages of surgery in extensive burns some surgeons limit their debriding surgery to only a part of the affected area in a single session (15-30% TBSA in most centers), thus delaying full debridement by days. After several days, complications related to eschar contamination may begin and some of the benefits of the earlier debridement may not be realized. On the other hand, when excising burns immediately, all suspected necrotic tissue will be excised, inevitably resulting in over-excision, especially in “indeterminate” burns, as after surgical excision, the remaining skin often no longer has any spontaneous healing potential and will heal only by autografting.
• Non-surgical debridement
○ Non-surgical debridement includes many different treatment options that do not require direct surgical removal of the skin to remove eschar. With non-surgical debridement, the eschar is naturally, but slowly, removed by contaminant microorganisms, tissue autolysis, or self-decomposition, and the inflammatory process that may lead to serious local and systemic complications. In seeking to facilitate such natural processes, topical medication, anti-microbial agents, enzymes and biological/chemical applications are often applied onto the eschar.
○ The benefits of this approach are that it is non-surgical, reduces trauma to the patient and is easier to apply. Disadvantages include numerous dressing changes and mechanical scraping with limited debridement efficacy. This prolongs the eschar removal process, which may lead to death of the tissue surrounding the initial burn wound, causing partial-thickness wounds to transform into full-thickness wounds and forming granulation tissue that may develop into heavy scars.
As demonstrated in our clinical trials, NexoBrid combines the advantages
of surgical and non-surgical debridement modalities by providing rapid and effective eschar removal while not harming viable tissue. This
allows for earlier direct visual assessment of the burn wound in order to formulate proper treatment.
Market Opportunity
Severe burns require specialized care in hospitals or burn centers.
In the United States, approximately 40,000 patients with burn injuries are hospitalized each year, including many with severe burns treated
in specialized burn centers; data from Europe suggest variable national hospitalization rates for severe burns and suggest a simple aggregate
total comparable to the U.S. figure. The prevalence of patients with severe burns is even higher in emerging economies. For example, approximately
400,000 patients are hospitalized every year with burns in India according to a study conducted by IMS Health. The severe burn patients
are predominantly treated by specialists in approximately 250 burn centers in Europe and the United States, as well as at burn units of
large hospitals in Europe. We believe these patients can benefit from NexoBrid’s effective and selective, non-surgical eschar removal.
In addition to our current marketing of NexoBrid in Europe and
the United States, we have signed local distribution agreements for distribution of NexoBrid in Europe, Asia-Pacific countries, and the
Middle East. Beyond its commercial applications, we believe NexoBrid has the potential to play a critical role in burn mass casualty incidents
(“BMCI”), which occur when emergency medical resources are overwhelmed by the number and severity of casualties. BMCI events
can arise from various emergencies, including terrorist attacks, natural disasters, fires, and explosions. A specific type of BMCI is
a mass burn casualty disaster, which the American Burn Association defines as an event where the number of burn victims exceeds the capacity
of local burn centers to provide optimal care. In such scenarios, patient backlogs may delay treatment, exacerbating clinical outcomes.
Non-surgical eschar removal methods that are both rapid and selective—such as NexoBrid—have the potential to alleviate the
burden on healthcare systems during BMCI events. By enabling eschar removal without harming viable tissue, NexoBrid may reduce the time,
labor, and resource constraints associated with traditional surgical debridement, allowing more patients to receive timely treatment.
In the event of a BMCI, healthcare professionals can administer NexoBrid directly at the patient’s bedside, without requiring a
surgical team or operating room facilities. Clinical studies have demonstrated that NexoBrid effectively removes eschar in a single four-hour
application with statistical significance. Once the acute phase of treatment is completed, wounds can be covered with available materials
and further managed once BMCI-related bottlenecks are alleviated. NexoBrid has been recognized by the U.S. Biomedical Advanced Research
and Development Authority (“BARDA”) as a medical countermeasure for burn treatment in BMCI scenarios. Additionally, The World
Health Organization (WHO) has recently recognized enzymatic debridement as a validated treatment for burn injuries. This recognition,
featured in the WHO’s Standards and Recommendations for BMCI guidelines for emergency medical teams, highlights NexoBrid’s
critical role in emergency preparedness. It also bolsters efforts to implement strategic stockpiling plans within the European Union through
the Health Emergency Preparedness and Response Authority (HERA).
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Governmental Support
BARDA
In September 2015, we were awarded the BARDA contract (the “BARDA
Contract”) for treatment of thermal burn injuries. This contract was amended several times over the years to extend its term until
September 2025 and its total value, up to a total amount of $175 million comprised of up to $110 million to support research and development
activities and up to $65 million to procure NexoBrid for U.S. emergency preparedness.
The BARDA Contract provided funding and technical support for the
pivotal U.S. Phase III clinical study (DETECT), the randomized, controlled pivotal clinical trial for use in the pediatric population
(CIDS), the marketing approval registration process for NexoBrid as well as its procurement and availability under the expanded access
treatment protocol (NEXT) in the U.S.
As of December 31, 2025, the Company has recognized a cumulative
total of $99.8 million in revenues from development services, and an additional $16.5 million for procurement of NexoBrid for U.S. emergency
preparedness.
The BARDA Contract expired in September 2025.
DoW and MTEC contracts
In February 2022, the Company entered into a contract with the
DoW through the Medical Technology Enterprise Consortium (MTEC) to advance the development of a temperature-stable formulation of NexoBrid
for field-care burn treatment for the U.S. Army. This contract was subsequently amended multiple times throughout 2023–2025 to expand
funding, bringing the total contract value to $17.0 million.
Additionally, the Company was awarded $1.2 million in direct funding
from MTEC to further support the development of the temperature-stable NexoBrid formulation. This MTEC Contract expired in December 2025.
As of December 31, 2025, the total funding from the DoW and MTEC
is $18.2 million.
As of December 31, 2025, the Company has recognized a cumulative
total of $15.0 million in revenues from development services the DoW and MTEC contracts.
The MTEC contract may be terminated by MTEC at any time at MTEC’s
discretion.
NexoBrid Clinical History
The active ingredient of NexoBrid is a concentrate of proteolytic
enzymes enriched in bromelain extracted from pineapple stems. Proteolysis is a breakdown of proteins into smaller building blocks, polypeptides
or amino acids. Our research and development strategy is centered around our validated proteolytic enzyme platform technology, focused
on next-generation bio-active therapies for burn and wound care and biological medicinal products for tissue repair. For each indication,
our research and development team further develops and optimizes our enzymatic platform technology, creating unique and differentiated
products meeting separate needs based on the specific indication, which is the basis for NexoBrid, EscharEx and all other pipeline product
candidates. One vial of NexoBrid containing 2 grams of concentrate of proteolytic enzymes enriched in bromelain is sufficient for treating
a burn wound area of 1% total body surface area (“TBSA”). We developed NexoBrid to fulfill the previously unmet need for a
non-surgical effective and selective debriding agent that combines the efficacy and speed of surgery with the non-invasiveness of non-surgical
methods. NexoBrid enhances the ability of physicians to conduct an earlier direct visual assessment of the burn depth to reach an informed
decision on further treatment as well as to reduce the surgical burden and achieve a favorable long-term patient outcome.
NexoBrid has been investigated in hundreds of patients across 22
countries and four continents in ten completed Phase II and Phase III and post-marketing clinical studies. While we are marketing our
product for the removal of eschar in burn wounds under the name “NexoBrid,” in clinical trials the product has been referred
to as “Debridase” and “Debrase.”
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The following table sets forth information regarding the completed
clinical trials of NexoBrid:
Trial 1 Trial 2 Trial 3 Trial 4 Trial 5 Trial 6 Trial 7 Trial 8 Trial 9 Trial 10 Trial 11
Study Type Retrospective Phase II Investigator initiated Dose range Phase II Prospective Phase II IND/FDA Phase II IND/FDA Phase III EMA Phase IIIb EMA Phase II EMA Post approval safety study EMA Phase III IND/FDA Phase III IND/FDA Expanded Access Protocol
Design Data collected from files of patients treated with NexoBrid Parallel, controlled, observer- blind, randomized, single-center Parallel, controlled, observer- blind, three-arm, randomized, multi-center Parallel, controlled, open label, three-arm, randomized, single-center Parallel, controlled, open label, two-arm, randomized, multi-center Parallel, controlled, blinded, two-arm, multi-center Open label, single-arm, multi-center Observational retrospective data collection Parallel, controlled, open label, three-arm, randomized, multi-center multicenter, multinational, randomized, controlled, open-label study in children open-label, single-arm treatment protocol in adults and children
Main Objectives Safety and efficacy Comparison of efficacy and safety Safety and efficacy Safety Safety Efficacy Long-term scar assessment Quality of life Safety and pharmacokinetics Efficacy Effectiveness of the risk minimization activities Safety Efficacy Safety Efficacy Safety Efficacy
Wound Types Deep partial/full thickness thermal burns Deep partial /full thickness thermal burns Deep partial /full thickness thermal burns Deep partial /full thickness thermal burns Deep partial/ full thickness thermal burns Scar formation Deep partial/full thickness thermal burns Burns which were treated with NexoBrid in the market Deep partial/ full thickness thermal burns Deep partial/ full thickness thermal burns Deep partial/ full thickness thermal burns
Number of Patients 154 20 140 30 182 89 36 160 175 145 239
Study Length 1985-2000 2002-2005 2003-2004 2006-2007 2006-2009 2011 2009-2015 2017-2019 2015-2020 2015-2023 2019-2024
Location Israel Israel International United States International International International Europe International International United States
Wound Care
Chronic wounds, such as DFUs and VLUs, pose significant challenges
to patients and healthcare providers, often leading to infections, reduced mobility, and diminished quality of life. EscharEx, our enzymatic
debridement therapy in development, is designed to address this unmet need by selectively removing necrotic tissue while preserving healthy
tissue, thereby facilitating faster and more effective wound healing. With its targeted action and gentle application, if successfully
developed, EscharEx has the potential to offer a novel alternative to traditional debridement methods, ultimately improving outcomes and
reducing the burden of chronic wounds.
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Chronic and Other Hard-to-Heal
Wounds
The chronic and other hard-to-heal wound market consists of a broader
addressable population of more than 14 million patients in Europe and the United States alone suffering from chronic wounds such as VLUs,
DFUs, pressure ulcers and additional patients suffering from surgical/traumatic hard-to-heal wounds. Chronic and other hard-to-heal wounds
represent a $25 billion burden to the U.S. healthcare system. Chronic and hard-to-heal wounds are caused by impairment in the biochemical
and cellular healing processes due to local or systemic conditions and generally can take several weeks to heal, if not longer. Such wounds
can lead to significant morbidity, including pain, infection, impaired mobility, hospitalization, reduced productivity, amputation and
mortality. In each of the various wound types, the presence of the eschar and/or other devitalized tissue is a frequent cause for “chronification”
of wounds and the removal of this non-viable material is the key step to commence healing. The non-viable material needs to be removed
to prevent further deterioration of the wound that may result in additional adverse patient outcomes. If not effectively treated, these
wounds can lead to potentially severe complications including further infection, osteomyelitis, fasciitis, amputation and mortality. Most
advanced wound care therapies, including negative pressure wound therapy, such as V.A.C. Therapy, and skin substitutes such as Apligraf
and Dermagraft and human amniotic tissue products, are complementary to our lead product candidate, EscharEx, as these products require
a clean wound bed to effectively heal a wound. Four common chronic and other hard-to-heal wounds are:
• Venous leg ulcers. VLUs develop as a result of vascular insufficiency, or the inability for the vasculature of the leg to return blood back toward the heart properly. Based on our comprehensive market research study on EscharEx that involved around 100 healthcare professionals in the U.S. and Europe, which was presented by us on January 2025, by 2028 there will be approximately 1.7 million VLUs. Approximately 68%, or 1.16 million, of those VLU wounds will require debridement. These ulcers usually form on the sides of the lower leg, above the ankle and below the calf, and are slow to heal and often recur if preventative steps are not taken. The risk of VLUs can increase as a result of a blood clot forming in the deep veins of the legs, obesity, smoking, lack of physical activity or work that requires many hours of standing.
• Diabetic foot ulcers. Diabetes can lead to a reduction in blood flow, which can cause patients to lose sensation in their feet and may prevent them from noticing injuries, sometimes leading to the development of DFUs, which are open sores or ulcers on the feet that may take several weeks to heal, if ever. Based on our comprehensive market research study, which was presented by us on January 2025 on EscharEx that involved around 100 healthcare professionals in the U.S., by 2028 there will be 2.4 million DFUs in the United States, of which approximately 1.82 million will undergo debridement.
• Pressure ulcers. Pressure ulcers, also known as pressure sores, or bed sores, are injuries to the skin or the tissue beneath the skin caused by pressure applied to the skin and subsequent death of the tissue as a result of the reduced blood supply. These often occur in patients who are hospitalized or confined to a chair or bed, and usually form over bony areas, where there is little cushion between the bone and the skin, such as heels, elbows, the sacral area, and back of the head. Annually, 2.5 million pressure ulcers are treated in the United States.
• Surgical/traumatic wounds. Surgical wounds form as a result of various types of surgical procedures such as investigative or corrective, minor or major, open (traditional) or minimal access surgery, elective or emergency, and incisions (simple cuts) or excision (removal of tissue), among others. Traumatic wounds form as a result of cuts, lacerations or puncture wounds, which have caused damage to the skin and underlying tissue. Severe traumatic wounds may require surgical intervention to close the wound and stabilize the patient. Surgical/traumatic hard-to-heal wounds develop for various reasons, such as local surgical complications, suboptimal closure techniques, presence of foreign materials, exposed bones or tendons and infection. In the United States, millions receive post-surgical wound care annually.
Market Opportunity
Currently, surgery (sharp debridement) is generally considered
a first-line option. Sharp debridement is an effective method to debride a wound. However, this method requires surgically skilled physicians
performing surgery with patients, many times under anesthesia, which in elderly patients with various co-morbidities is accompanied with
a higher risk of local and systemic complications. Surgery may also involve hemorrhage which could be more difficult to control due to
a high incidence of use of anticoagulants in this population. Surgery on wounds may very easily become infected, with the infection propagating
to surrounding soft and bone tissues ending in life threatening major complication or amputation. Very often even minor, limited sharp
debridement exposes other sensitive tissue, such as tendons, deep vessels/nerves and bones that may become infected or may be severely
damaged, necessitating additional, more extensive debridement or even amputation. Due to these limitations, chronic wounds are treated
by conservative methods, with autolytic and enzymatic debridement being the most commonly-used non-sharp methods. This includes a collagenase-based
enzymatic debriding ointment, hydrogels and other topical dressings, which require numerous application sessions over a long duration
(6-12 weeks) to achieve a clean wound bed, if they achieve this at all. Thus, there is an unmet medical need for a non-surgical rapid
and effective debridement agent for all care settings. Given the high demand for an effective non-surgical debridement technique and the
clinical data generated to date, EscharEx has the potential to expand the current use of enzymatic debridement across all sites of care
and achieve substantial market share. As documented in the Phase II study described below, EscharEx significantly improved the rate of
complete debridement after few once-daily applications, thus potentially facilitating rapid wound debridement without the need for surgery.
Based on market research conducted by Alira Health, EscharEx’s total addressable market (TAM) in the U.S. was assessed at $2.5 billion.
An updated market access and pricing assessment conducted by an independent global consulting firm estimated a peak sales opportunity
of approximately $831 million for EscharEx. This estimate reflects some incremental value generated by health-economic benefits considerations.
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Governmental support
In July 2024, we were awarded a €2.5 million grant from the
European Innovation Council (EIC) Accelerator program to support the clinical and regulatory advancement of EscharEx for the treatment
of diabetic foot ulcers (DFUs). Following a successful evaluation process, we entered into discussions with respect to a potential additional
€13.75 million equity investment component under the EIC Accelerator program; however, these discussions did not result in an equity
investment.
EscharEx Clinical History
EscharEx is a topical agent being developed for debridement of
chronic wounds, in order to fulfill an unmet need for a non-surgical rapid and effective debridement option. EscharEx is based on the
same active substance as NexoBrid but differs in other aspects, such as in formulation and presentation. Based on our current pre-clinical
studies, EscharEx demonstrated even higher potency in lower doses, which could further contribute to EscharEx’s potential efficacy
and tolerability. EscharEx has been designed in accordance with the current treatment workflow and reimbursement programs, providing a
non-surgical easy-to-use, potent product for daily application, which we believe will enhance patient compliance and improve quality of
care. Based on the feedback received from different stakeholders, we believe that EscharEx can address the unmet medical need for a non-surgical
rapid and effective product, and has a potential to achieve substantial market share.
EscharEx is more differentiated from NexoBrid, which further limits
the chances for competition between the two products.
In February 2025 we announced the initiation of VALUE, a global,
pivotal Phase III trial evaluating EscharEx for the treatment of venous leg ulcers (VLUs). The VALUE study is targeting 216 patients
across approximately 40 sites in the U.S. and Europe, the majority of which are active and recruiting. The pre-specified interim sample-size
assessment and enrollment completion are expected by year-end 2026.
In addition to the VALUE study, we plan to initiate a randomized,
head-to-head Phase II study in VLU patients in 2026, comparing EscharEx to collagenase SANTYL®
ointment, approved by the FDA for debriding chronic dermal ulcers , and other non-surgical standard of care.
Following constructive and aligned regulatory feedback on trial
design and development strategy from both the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA),
the Company plans to initiate a Phase II study of EscharEx in DFUs in the second half of 2026.
During 2025 through the date of this report we expended our strategic research collaborations
and the EscharEx program is supported by leading global wound care companies, including Coloplast, B. Braun, Convatec, Essity, Mölnlycke,
Solventum, and MiMedx, reflecting strong industry validation of the program.
In January 2026 we announced that a prospective, single-arm investigator-initiated trial
(IIT) to evaluate the safety and efficacy of EscharEx in pressure ulcers is planned to initiate in the second half of 2026.
Ongoing clinical trials
Phase III Pivotal Trial of EscharEx for Venous Leg Ulcers
In February 2025 we initiated VALUE, a global, pivotal Phase III
trial evaluating EscharEx for the treatment of venous leg ulcers (VLUs).
The VALUE study is a global, multicenter, prospective, randomized,
double-blind, placebo-controlled trial with an adaptive design, that will be conducted across 40 sites in the U.S. and Europe, with the
majority of sites already active. Its primary objective is to evaluate the efficacy and safety of EscharEx in achieving effective debridement
and preparing the wound bed for healing in VLUs. The study will enroll 216 patients, randomized 1:1 to receive either EscharEx or placebo.
Patients will undergo up to eight daily applications over two weeks, followed by ten weeks of standardized wound management. Patients
achieving wound bed preparation—defined as complete debridement and full coverage with granulation tissue—will receive a cellular/tissue-based
product (CTP) or an autograft. Those achieving complete wound closure will be monitored for an additional 12 weeks.
The study co-primary endpoints are the incidence of complete debridement
and the facilitation of wound closure. Secondary endpoints include the incidence of complete healthy granulation tissue, time to complete
debridement, time to wound bed prepared and incidence of complete wound closure. Safety and tolerability of EscharEx will be assessed
throughout the trial. An interim sample size assessment will occur after 65% of patients complete treatments, enabling adaptive adjustments
as needed.
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To support the trial, we have established strategic research collaborations
with Essity, Solventum, Mölnlycke, and MIMEDX. These industry leaders will provide advanced products to ensure consistent wound management
across all study sites and optimize patient outcomes.
Completed
clinical trials
We completed a first Phase II feasibility study in Israel for chronic
and other hard-to-heal wounds. In January 2017 we completed and announced the final results of a second Phase II prospective study in
Israel and Europe. In November 2017, we announced the final results of a second cohort of the second Phase II study. Based on the completed
studies, we believe that our product candidate may be effective for debridement of chronic and other hard-to-heal wounds.
First Phase II feasibility study-Israel
This first Phase II feasibility study was conducted in Israel to
study the efficacy of our technology on chronic and other hard-to-heal wounds. The study assessed 24 patients at two sites. The results
showed that our technology demonstrated positive efficacy results in debriding various chronic and other hard-to-heal wound etiologies,
such as VLUs, DFUs, pressure sores and trauma on diseased skin.
Second Phase II study-Israel/EU - First Cohort
This second Phase II study was a prospective, controlled, assessor-blinded,
randomized, multi-center Phase II study in Israel and Europe. The study objectives were to evaluate the efficacy and safety of EscharEx
in comparison to the Gel Vehicle at a ratio of 2:1 for the treatment of a variety of chronic and other hard-to-heal wounds in three etiologies:
DFUs, VLUs and post-surgical or traumatic hard-to-heal wounds.
The primary endpoint assessed incidence of complete non-viable
tissue removal (debridement) at the end of the debridement period (within up to 10 daily applications) and the secondary endpoints assessed
various efficacy and safety endpoints, including wound bed preparation and wound healing.
In January 2017 we reported final results of the first cohort of
73 patients. The average wound age in the EscharEx arm was more than double (72.8 weeks)
that of the gel vehicle group (30.8 weeks). The average wound size was 33.6 cm2 in the EscharEx arm vs. 25.8 cm2 in the gel vehicle group.
Despite the larger wounds and that wounds treated with EscharEx were older than wounds treated with gel vehicle (72.8 vs. 30.8 weeks),
the study met its primary endpoint. EscharEx demonstrated a statistically significantly higher incidence of complete debridement at the
end of the debridement period. Patients treated with EscharEx demonstrated a higher incidence of complete debridement (55% or 27/49) compared
with patients treated with the hydrogel6 vehicle (29% or 7/24) with p=0.047.
Predefined sub-group analyses showed that 50% of patients with
DFUs treated with EscharEx (8/16) achieved complete debridement at the end of the debridement period compared with 14.3% of patients with
DFUs treated with hydrogel vehicle (1/7). In addition, 62.5% of patients with VLUs treated with EscharEx (10/16) achieved complete debridement
at the end of the debridement period compared with 25% of patients with VLUs treated with hydrogel vehicle (2/8). Post hoc analysis showed
that 56.3% of patients with VLU or DFU in the EscharEx group had complete debridement at the end of the debridement period compared with
20.0% in hydrogel vehicle group (p=0.028).
The study included secondary endpoints that provide further insight into number of efficacy
and safety parameters. The secondary endpoint of time to complete debridement demonstrated a clear trend (p=0.075) that strongly suggests
that not only was there a difference in the incidence of debridement, as demonstrated by the primary endpoint, but that debridement occurred
earlier in the group treated by EscharEx. The advantage in time to complete debridement was corroborated by the statistically significant
post hoc result in the subgroup of patients with VLUs or DFUs that were treated with EscharEx (p=0.024).
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Post hoc analysis showed that of patients who achieved complete
debridement in the EscharEx group, 93% (25/27) completed the debridement within 7 days (4-5 applications on average).
The overall patient demographics were comparable across both arms.
No deleterious effect on wound healing was observed and no material differences were found in reported adverse events. The overall safety
data were comparable between the arms.
Second Phase II study-Israel/EU - Second Cohort
After successfully completing the first cohort of the study which
included 73 patients recruited in 15 clinical sites, we initiated a second cohort of patients to evaluate safety and tolerability over
extended periods of application. In this second cohort, we recruited 38 patients from two etiologies, either VLUs or DFUs, over extended
periods of application (24-72 hours) with up to eight applications, randomizing the patients to two study arms EscharEx or gel vehicle
at a ratio of 2:1. The primary objective was to assess safety.
EscharEx met its primary safety endpoint in this cohort, and the
overall patient demographics and wound baseline characteristics were comparable across the arms in the second cohort. No related systemic
adverse events were reported and adverse events related to local application were mild to moderate, reversible and resolved during the
trial. Vital signs, pain scores, infection rates, laboratory parameters and blood loss were comparable between the two arms of the trial.
Overall, no material safety concerns were identified.
EscharEx U.S. Phase II Study in Venous Leg Ulcer (VLU) Patients
In December 2019, we initiated a U.S. Phase II adaptive design
clinical study of EscharEx for the treatment of VLUs. The study was a multicenter, prospective, randomized, placebo-controlled, adaptive
design study, evaluating the safety and efficacy of EscharEx in debridement of VLUs compared to gel vehicle (placebo control) and non-surgical
standard-of-care of either enzymatic or autolytic debridement (NSSOC). The study enrolled 120 patients, with 119 treated at approximately
20 clinical sites, primarily in the U.S. Study participants were treated with either EscharEx (n=46), gel vehicle control (n=43), or non-surgical
standard-of-care (n=30), with a three-month follow-up. The single primary endpoint was incidence of complete debridement (non-viable tissue
removal), clinically assessed, within up to 8 treatment applications during the assessment period (within 14 days), compared to gel vehicle
placebo control. Secondary and exploratory endpoints assessed time to achieve complete debridement, reduction of pain, reduction of wound
area, granulation tissue and wound quality of life, enabling evaluation of clinical benefits compared to both gel vehicle and NSSOC. Incidence
and time to achieve wound closure were assessed as safety measurements.
In May 2022 we announced our results from this study. The study
met its primary endpoint with a high degree of statistical significance, demonstrating that patients treated with EscharEx had a statistically
significant higher incidence of complete debridement during the 14-day measurement period within up to 8 applications compared to gel
vehicle (EscharEx: 63% (29/46) vs. gel vehicle: 30% (13/43), p-value=0.004). EscharEx efficacy results remained statistically significant
compared to gel vehicle after adjusting for pre-specified covariates ascribed to patient baseline characteristics, wound size, wound age
and region.
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The study met key secondary and exploratory endpoints. Patients
treated with EscharEx had a statistically significant higher incidence of complete debridement, during the same 14-day measurement period,
compared to patients treated by non-surgical standard-of-care (“NSSOC”) (EscharEx: 63% (29/46) vs. NSSOC: 13% (4/30)) and
the time to achieve complete debridement was significantly shorter. Estimated median time to complete debridement was 9 days for patients
treated with EscharEx and 59 days for patients treated with NSSOC (p-value=0.016). On average, complete debridement was achieved after
3.6 applications of EscharEx compared to 12.8 applications with NSSOC. Patients treated with EscharEx demonstrated significantly higher
incidence of greater than 75% granulation tissue at the end of the treatment period compared to gel vehicle (p-value <0.0001). Favorable
trends were observed in wound area reduction and reduction of pain compared to gel vehicle.
In addition, the study showed that EscharEx was well tolerated,
and the overall safety results were comparable between the arms as assessed by the data safety monitoring board. Importantly, there were
no observed deleterious effects on wound closure and no material differences in reported adverse events. Estimated time to complete wound
closure was 64 days for patients treated with EscharEx compared to 78 days for patients treated with NSSOC.
Post-hoc analyses from this study assessed the incidence and time
to wound bed completely covered with granulation tissue. The incidence of achieving complete debridement and complete cover of the wound
bed with granulation tissue (i.e., wound bed preparation, WBP) during the daily treatment period was 50.0% for EscharEx vs. 25% for the
Gel Vehicle (p-value= 0.01) and 10% for NSSOC (p-value< 0.0001). The estimated median time to achieve WBP was 11
days for EscharEx vs. 85 days for the Gel Vehicle (p-value= 0.002) and 63 days for the NSSOC (p-value= 0.0106). Furthermore,
it was shown that patients reaching WBP in the study are 4 times more likely to achieve wound closure (p=0004).
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Post-hoc analyses from this study assessed the incidence and time
to complete debridement, complete granulation, and wound closure in patients treated with EscharEx (n=46) compared to a sub-group of patients
who were treated with SANTYL® (n=8). Baseline characteristics (age, gender, wound age, wound size) were comparable in both groups.
The incidence of complete debridement during the daily treatment period (the first two weeks of the study) was 63.0% (95% CI=47.5-76.8)
for EscharEx vs. 0% for SANTYL®; p=0.001. The estimated median time to achieve complete debridement during the study was 9 days (95%
CI=5-15 days) for EscharEx vs. not achieved for SANTYL® (95% CI=22-Not Applicable); p=0.023. The incidence of achieving complete
debridement and complete cover of the wound bed with granulation tissue (i.e., wound bed preparation, WBP) during the daily treatment
period was 50.0% (95% CI = 34.9%-65.1%) for EscharEx vs. 0% for SANTYL®; p=0.015. The incidence of achieving WBP throughout the study
was 78.3% (95% CI = 63.6-89.1) for EscharEx vs. 37.5% for SANTYL® (95% CI=8.5-75.5); p=0.03. The estimated median time to achieve
WBP was 11 days (95% CI =7-50 days) for EscharEx vs. not achieved for SANTYL® (95% CI=22-Not Applicable); p=0.014. 15 of the 46 patients
(32.6%) treated with EscharEx completely closed their wounds during the study, compared to 2 out of 8 patients (25%) treated with SANTYL®
(NSS). In those patients who achieved complete wound closure, the average time to wound closure was 48.4 days (SD=23.5) for EscharEx vs.
76.0 days (SD=2.8) for SANTYL®; p=0.05. Patient reported applicational pain was comparable in both groups. The safety results and
overall incidence of adverse wound reactions were comparable between arms.
(1) Comparable incidence of adverse wound reactions identified
EscharEx Pharmacology Study
In May 2022, we announced positive results from our U.S. Phase
II pharmacology study of EscharEx for debridement of lower leg ulcers. The study was a prospective, open label, single-arm study, conducted
at three U.S. clinical sites. The study evaluated the clinical performance, safety, and pharmacology effect of EscharEx in the debridement
of lower leg ulcers (VLUs and DFUs). The study evaluated the safety and efficacy of debridement as measured by incidence of, and time
to complete debridement. In addition, the study evaluated the pharmacological effects of EscharEx as measured by the changes from baseline
to end of treatment period in (1) wound biofilm presence in wound biopsies, (2) bacterial burden measured by MolecuLight® fluorescence
images, and (3) biomarkers of wound healing and inflammation in wound fluid. Twelve patients with either VLUs or DFUs were enrolled in
the study. Patients were treated with up to eight daily applications of EscharEx and then continued follow-up for 2 weeks. Punch biopsies
and wound fluids were collected prior to the first, and after the last treatment. Biofilm presence was analyzed from wound biopsies. Wound
fluids were analyzed to evaluate biomarkers of wound healing and inflammation, i.e., MMPs, cytokines, chemokines, growth factors and HNE.
Fluorescent imaging was used during treatment to measure wound size and bacterial load. Fluorescent imaging was also utilized to identify
the highest fluorescence area to obtain the biopsy. EscharEx demonstrated safe and effective debridement with a few daily applications.
In addition, evaluation of wounds’ tissue samples (biopsies) and fluorescence images, indicated reduction of wound area, biofilm
and bacterial bioburden following the treatment with EscharEx.
Seventy percent of patients achieved complete debridement during
the course of treatment within up to 8 applications. On average, complete debridement was achieved after 3.9 applications of EscharEx.
Additionally, an average reduction of 35% in wound size was achieved by the end of the 2-week follow-up period. In all patients that were
positive for biofilm at baseline, the biofilm was reduced substantially to single individual microorganisms or completely removed by the
end of treatment. Seven patients had positive red fluorescence (indicative of bacteria) at baseline and average red fluorescence was reduced
from 1.69 cm2 pre-treatment to 0.60 cm2 post treatment. Biomarker analysis from wound fluid safety data showed that EscharEx was well-tolerated.
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The development of EscharEx for the debridement of chronic and
other hard-to-heal wound indications is in Phase II studies, and there is no certainty that EscharEx will achieve all of the objectives
of the trials as required or that the FDA will allow at this stage to initiate further studies or that we will successfully complete the
development to obtain a marketing authorization for EscharEx. See “ITEM 3.D. Risk Factors-Development and commercialization of EscharEx
and our pipeline product candidates requires successful completion of the regulatory approval process, which may suffer delays or fail.”
Non-Melanoma
Skin Cancer
MW005 is a topically applied biological product candidate for the
treatment of non-melanoma skin cancers, based on the same active substance of NexoBrid and EscharEx, a concentrate of proteolytic enzymes
enriched in bromelain. The clinical development plan of MW005 is supported by the results from several toxicological and other preclinical
studies, as well as vast clinical experience from NexoBrid and EscharEx, which share the same API.
In July 2023, we announced the final results of this study. Fifteen
patients were treated with MW005 and completed the study. Results showed MW005 was well-tolerated, with a high level of patient compliance.
Based on clinical assessments, eleven out of fifteen patients achieved complete clearance of their BCCs; the majority of these patients
also had histologically confirmed complete clearance.
Although we have conducted preclinical trials, the development
of MW005 for non-melanoma skin cancer indications is still in its preliminary phase and there is no certainty that it will achieve all
the aims of the trials as required and/or successfully complete the approval process for such indication. See “ITEM 3.D. Risk Factors-Development
and commercialization of EscharEx and our pipeline product candidates requires successful completion of the regulatory approval process,
which may suffer delays or fail.”
Research and Development
Our research and development strategy is centered around our validated
proteolytic enzyme platform technology, focused on next-generation protein-based therapies for burn and wound care, and for tissue repair,
which underlies NexoBrid and EscharEx, into additional product candidates for high-value indications. For more information regarding our
research and development expenses, see “ITEM 5.C. Research and Development, Patents and Licenses, etc.”
Pre-Clinical and Clinical Studies
We conduct clinical studies and preclinical studies to support
the efficacy and safety of our products and their ingredients and to extend and validate their benefits for human health. Preclinical
studies allow us to substantiate the safety of our products and obtain preliminarily indications of their pharmacological and safety profile.
As of the date hereof, we have conducted more than 50 non-GLP and GLP preclinical studies. All pre-clinical safety and toxicology studies
were conducted according to the principles of Good Laboratory Practices (“GLP”), and thirteen clinical studies, according
to the principles of Good Clinical Practices (“GCP”), for NexoBrid, EscharEx and our pipeline product candidates. As a result,
we have developed significant experience in planning, designing, executing, analyzing and publishing clinical studies. Our research and
development team manages our clinical studies and coordinates the project planning, trial design, execution, outcome analyses and clinical
study report submission. During the design, execution and analyses of our studies, our research and development team consults with key
opinion leaders and top-tier consultants in the relevant field of research to optimize both design and execution, as well as to strengthen
the scientific, medical and regulatory compliance level of the investigational plan. Our clinical studies have been conducted in collaboration
with leading medical and research centers throughout the world.
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Manufacturing, Supply and Production
We operate a manufacturing facility in Yavne, Israel. This facility
allows us to manufacture sterile biopharmaceutical products, such as NexoBrid. The facility is designed to meet current cGMP requirements
and similar foreign requirements, as certified by the U.S., EU member states competent authorities, the Israeli Ministry of Health, South
Korean ministry of health and Japanese ministry of health. Our facility is subject to audits for reassessment of cGMP compliance and similar
foreign requirements, which are performed periodically by regulatory authorities. In addition, other regional applicable authorities may
also need to inspect our plant to confirm it meets all regulatory requirements in order to obtain marketing authorization in these jurisdictions.
Applicable changes in our production processes for NexoBrid must be approved by the EMA and similar authorities in other jurisdictions.
The global demand for NexoBrid surpasses our current manufacturing
capabilities. We are expanding our manufacturing capabilities in order to increase our capacity to manufacture NexoBrid and satisfy near
term demand. In July 2023, we signed a turnkey scale-up agreement (the “Scale-up Agreement”) to establish, commission, and
validate a cutting-edge, sterile, and GMP-compliant manufacturing facility. Construction of the new GMP-compliant state-of-the-art manufacturing
facility was completed as of August 2024, with commissioning completed in November 2025, 2025. The facility has reached full operational
capacity, increasing manufacturing output sixfold. Commercial availability will depend on securing the necessary regulatory approvals.
The starting material used by us in the manufacturing of NexoBrid
and our other product candidates is bromelain SP, which is derived from pineapple plant stems. We have entered into an agreement with
CBC, dated January 11, 2001, as amended, pursuant to which CBC uses proprietary methods to manufacture bromelain SP and supplies us with
this intermediate drug substance in bulk quantities. According to the terms of the agreement, CBC shall not and shall not permit related
companies or a third party to, manufacture, use, supply or sell the raw materials for the use or production of a product directly or indirectly
competing with any of our products. Our supply agreement with CBC has no fixed expiration date and can be voluntarily terminated by us,
with at least six months’ advance written notice, or by CBC, with at least 24 months’ advance written notice.
Upon obtaining bromelain SP from CBC, we further process it into
the drug substance and then into the drug product to finally create the powder form of NexoBrid. The necessary inactive ingredients contained
in NexoBrid, or the excipients, are readily available and generally sold to us by multiple suppliers. In addition to this powder, we manufacture
a sterile gel substance by combining water for injections produced by us at our facility and additional excipients.
Marketing, Sales and Distribution
We commercialize globally NexoBrid via multiple sales channels:
Europe
In Europe and Israel, we sell NexoBrid, primarily through our own
sales force consisting of a sales and marketing team of specialized and knowledgeable sales representatives in Europe, focusing on leading
burn centers and Key Opinion Leaders (KOL) management. We have obtained national reimbursement for NexoBrid in Belgium, Italy, and Greece
and we continue to locally execute our market access strategy for most of Europe to obtain procurement by burn centers and hospitals as
part of their budget, or under local, regional or national reimbursement, depending on the specific process required in each country.
We believe that additional burn units in large hospitals as well as smaller hospitals will follow the treatment trends once established
by the burn centers. See “-Government Legislation and Regulation-Coverage and Reimbursement.” Furthermore, we have established
additional distribution channels through local partners to extend outreach in EU (France, Switzerland, Greece, Malta, Bulgaria and Cyprus,),
where NexoBrid is already approved for marketing as part of the European marketing authorization. Additionally, we expanded NexoBrid’s
European market presence by establishing a collaboration with PolyMedics Innovations (PMI) for the promotion of NexoBrid in Germany, Austria,
Belgium, the Netherlands and Luxembourg. In addition to receiving marketing authorization for NexoBrid in the EU, key opinion leaders
in the burn care field worldwide are already aware of NexoBrid’s efficiency in removing eschar due to hundreds of scientific presentations
and several award-winning abstracts at international and national conferences and about 120 peer-reviewed papers.
48
North
America
Vericel License and Supply Agreements
On May 6, 2019, we entered into exclusive license and supply agreements
with Vericel to commercialize NexoBrid in all countries of North America (which we refer to as the “Territory”).
License Agreement.
We entered into the Vericel License Agreement pursuant to which
we granted Vericel an exclusive license, with the right to grant sublicenses, to develop and commercialize NexoBrid and any improvements
of NexoBrid (the “Licensed Product”) in the Territory.
Pursuant to the terms of the Vericel License Agreement, Vericel
will have exclusive control regarding the commercialization of Licensed Products in the Territory and must use commercially reasonable
efforts to commercialize Licensed Products within the Territory. We and Vericel have made customary representations and warranties and
have agreed to certain customary covenants, including confidentiality and indemnification.
Within 10 days of signing the Vericel License Agreement, Vericel
paid us an upfront fee of $17.5 million (the “Upfront Payment”) and upon the U.S. regulatory approval of the BLA for NexoBrid
Vericel paid us $7.5 million. Vericel is obligated to pay us up to $125 million, in the aggregate, upon attainment of certain sales milestones.
The first sales milestone of $7.5 million is triggered when annual net sales of the Licensed Products in the Territory exceed $75 million.
Vericel is also obligated to pay us tiered royalties on net sales of Licensed Products at rates ranging from mid-high single-digit to
mid-teen percentages, subject to certain customary reductions, as well as a percentage of gross profits on committed purchases by BARDA
and a royalty on additional sales to BARDA. The royalties will expire on a product-by-product and country-by-country basis upon the latest
to occur of (i) twelve years following the first commercial sale of such Licensed Product in such country, (ii) the earliest date on which
there are no valid claims of MediWound patent rights covering such Licensed Product in such country, and (iii) the expiration of the regulatory
exclusivity period for such Licensed Product in such country (the “Royalty Term”). Such royalties are subject to reduction
in the event that (a) Vericel must license additional third-party intellectual property in order to develop, manufacture or commercialize
a Licensed Product, or (b) biosimilar competition occurs with respect to the Licensed Product in any country within the Territory. After
the expiration of the applicable royalties for the Licensed Product in any country within the Territory, the license for such Licensed
Product in such country would become a fully paid-up, royalty-free, perpetual and irrevocable license.
The Vericel License Agreement expires on the date of expiration
of all royalty obligations due under the agreement unless earlier terminated in accordance with its terms. Either party may terminate
the agreement upon the failure of the other party to comply with its material obligations under the agreement if that failure is not remedied
within certain specified cure periods or in the event of a party’s insolvency. In addition, Vericel may terminate the agreement
upon a 150-day written notice to us.
Supply Agreement.
On May 6, 2019, concurrently with our entry into the License Agreement,
we entered into a supply agreement with Vericel (the “Supply Agreement”) pursuant to which we are obligated to supply Vericel
with NexoBrid for sale in the Territory on an exclusive basis for the first five years of the term of the Supply Agreement. The Supply
Agreement requires us to take steps to ensure that our manufacturing capacity meets Vericel’s demand for NexoBrid. In addition,
after the exclusivity period or upon supply failure, Vericel will be permitted to establish an additional or alternate source of supply.
Pursuant to the Supply Agreement, we will supply NexoBrid to Vericel
based on Vericel’s fixed orders on a unit price basis. After a specified period, the unit price, on an annual basis, may be increased
based on the United States Producer Price Index for Chemical Manufacturing published by the Bureau of Labor Statistics.
The Supply Agreement’s initial term is five years (the “Initial
Term”), with Vericel required to provide us with notice regarding whether it plans to extend the Initial Term for an additional
two years by the third anniversary of the Supply Agreement. In May 2022, Vericel notified us on its election to extend the Initial Term
for an additional 2 years until 2026. After the Initial Term and optional two-year extension, Vericel, at its sole discretion, may choose
to extend the Supply Agreement’s term for additional one-year periods for a potential total term of fifteen years.
49
In September 2023, NexoBrid was launched in the U.S. by Vericel.
The Supply Agreement will automatically terminate upon the expiration
or termination of the License Agreement. Either party may terminate the Supply Agreement upon the failure of the other party to comply
with its material obligations under the Supply Agreement if such failure is not remedied within certain specified cure periods. After
the Initial Term, Vericel may terminate the Supply Agreement upon 12 months’ prior written notice to us, and we may terminate the
Supply Agreement upon 36 months prior written notice to Vericel.
BARDA
Pursuant to the First BARDA Contract, BARDA has completed the procurement
of NexoBrid valued at $16.5 million, for emergency stockpile as part of the HHS mission to build national preparedness for public health
medical emergencies. BARDA purchased inventory is being managed by MediWound under vendor managed inventory.
Under our exclusive license and supply agreements with Vericel,
we will receive a double-digit royalty on any additional future BARDA purchases of NexoBrid. Please see “Vericel License and Supply
Agreements” above.
Other
International Markets
In other international markets, we sell NexoBrid through local
distributors with which we have distribution agreements, focusing on Asia Pacific, EMEA and CEE. We have signed local distribution agreements
for distribution in India, Bangladesh, Sri Lanka, Japan, Australia, New-Zealand, Singapore Vietnam, Philippines, Taiwan and United Arab
Emirates.
Our distributors in Russia, South Korea, Taiwan, Japan, India the
United Arab Emirates and Australia have obtained marketing authorization. Our additional distributors have filed or are in the process
of filing for market authorization in their respective territories and are expected to launch NexoBrid after receipt of local regulatory
approval, which may take a year or more to be granted, and, consequently, may occur in certain markets during 2026.
For a breakdown of our consolidated revenues by geographic markets
and by categories of operations for the years ended December 31, 2023, 2024 and 2025, please see “ITEM 5.A Operating and Financial
Review and Prospects-Operating Results.”
Intellectual Property
Our intellectual property and proprietary technology are important
to the development, manufacture and sale of NexoBrid, EscharEx and our future pipeline product candidates. We seek to protect our intellectual
property, core technologies and other know-how through a combination of patents, trademarks, trade secrets, non-disclosure and confidentiality
agreements, licenses, assignments of invention and other contractual arrangements with our employees, consultants, partners, suppliers,
customers and others. Additionally, we rely on our research and development program, clinical trials, know-how and marketing and distribution
programs to advance our products and product candidates. As of December 31, 2025, we had been granted a total of over 80 patents, of which
37 are in force and have 13 pending patent applications. The family of patents that covers NexoBrid specifically includes 2 granted patents
worldwide that are in force. EscharEx is covered by 22 patents in force worldwide.
The main patents for our proteolytic enzyme technology which underlies
NexoBrid, EscharEx and our current pipeline product candidates have been issued in Europe, the United States and other international markets.
Our patents which cover NexoBrid claim specific mixtures of proteolytic enzymes, methods of producing such mixtures and methods of treatment
using such mixtures. Although the protection achieved is significant for NexoBrid, EscharEx and our pipeline product candidates, when
looking at our patents’ ability to block competition, the protection offered by our patents may be, to some extent, more limited
than the protection provided by patents which claim chemical structures which were previously unknown. Absent patent-term extensions,
one NexoBrid patent is set to expire in 2029 in the United States and another one in the United States that was set to expire in 2025
was granted a 5-year Patent Term Extension and will expire in 2030. The NexoBrid patents issued in Europe and in other foreign jurisdictions
have expired in 2025. The patents relating to EscharEx will expire on January 30, 2037, absent any patent-term adjustment and/or extensions.
While our policy is to obtain patents by application, license or
otherwise, to maintain trade secrets and to seek to operate without infringing on the intellectual property rights of third parties, technologies
related to our business have been rapidly developing in recent years. Additionally, patent applications that we may file or license from
third parties may not result in the issuance of patents, and our issued patents and any issued patents that we may receive in the future
may be challenged, invalidated or circumvented. For example, we cannot predict the extent of claims that may be granted or enforceable
in our patents nor can we be certain of the priority of inventions covered by pending third-party patent applications filed in the U.S.
If third parties prepare and file patent applications that also claim technology or therapeutics to which we have rights, we may have
to participate in proceedings to determine priority of invention, which could result in substantial costs to us, even if the eventual
outcome is favorable to us. Moreover, because of the extensive time required for clinical development and regulatory review of a product
we may develop, it is possible that, before NexoBrid can be commercialized in additional jurisdictions and/or before any of our future
products can be commercialized, related patents will expire a short period following commercialization, thereby reducing the advantage
of such patent. Loss or invalidation of certain of our patents, or a finding of unenforceability or limited scope of certain of our intellectual
property rights, could have a material adverse effect on us. See “ITEM 3.D. Risk Factors - Our success depends in part on our ability
to obtain and maintain protection for the intellectual property relating to, or incorporated into, our technology and products.”
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In addition to patent protection, we also rely on trade secrets,
including unpatented know-how, technology innovation, drawings, technical specifications and other proprietary information in attempting
to develop and maintain our competitive position. We also rely on protection available under trademark laws, and we currently hold various
registered trademarks, including “MediWound,” “NexoBrid” and “EscharEx” in various jurisdictions,
including the United States, the EU and Israel.
Klein License Agreement
In September 2000, we signed an exclusive license agreement, as
amended in June 2007, with Mark Klein, a third party, for use of certain patents and intellectual property (the “Klein License Agreement”).
Under the Klein License Agreement, we received an exclusive license to use the third party’s patents and intellectual property to
develop, manufacture, market and commercialize NexoBrid and its pipeline product candidates for the treatment of burns and other wounds.
The claims of such patents are directed to a process of preparing a mixture of escharase and proteolytic enzymes and cover the underlying
proteolytic mixture of escharase and proteolytic enzymes prepared by that specific process. Pursuant to the Klein License Agreement, we
are obligated to keep accounting records related to the sales of NexoBrid and its pipeline product candidates and pay royalties as discussed
below. The Klein License Agreement may be terminated by Mark Klein, subject to notice and dispute resolution provisions of the Klein License
Agreement, in the event of our breach, bankruptcy petition, insolvency or failure to achieve a development milestone within six months
of a target date. We have already achieved all development milestones under the Klein License Agreement.
As consideration under the Klein License Agreement, we paid an
aggregate amount of $1.0 million following the achievement of certain development milestones. In addition, we undertook to pay royalties
of 1.5-2.5% from revenues, 10% of royalties received from sublicensing and 2% of lump-sum payments received from sublicensing up to $1
million and 4% above $1 million, in each case relating to products based on the licensed patents and intellectual property, for a term
of 10-15 years, as applicable, from the date of the first commercial delivery in a major country. In addition, under the Klein License
Agreement, we agreed to pay a one-time lump-sum amount of $1.5 million upon reaching aggregate revenues of $100 million from the sale
of such products.
Competition
The medical, biotechnology and pharmaceutical industries are intensely
competitive and subject to significant technological change and changes in practice. While we believe that our innovative technology,
knowledge, experience and scientific resources provide us with competitive advantages, we may face competition from many different sources
with respect to NexoBrid, EscharEx, and our existing pipeline product candidates or any product candidates that we may seek to develop
or commercialize in the future. Possible competitors may include medical practitioners, pharmaceutical and wound care companies, academic
and medical institutions, governmental agencies and public and private research institutions, among others. Any product that we successfully
develop and commercialize will compete with existing therapies and new therapies that may become available in the future.
In addition, we face competition from the current SOC. The current
SOC for eschar removal in severe burns is surgery, where eschar removal can be performed by tangential excision, dermabrasion or hydro
jet, or non-surgical alternatives, such as applying topical medications to the eschar to facilitate the natural healing process. Consequently,
we face competition from traditional surgical procedures and topical agents. However, based on our clinical trials, we believe that NexoBrid
has a sustainable competitive advantage over the current non-surgical alternatives and is less invasive than surgery in removing eschar
in patients with burn wounds. See “-NexoBrid Clinical History” for the results of our clinical trials. Although we are in
the clinical and preclinical phases for our pipeline product candidates for debridement of chronic and other hard-to-heal wounds and treatment
of low-risk basal cell carcinoma and connective tissue disorders and other indications, respectively, if one of our pipeline product candidates
receives approval in the future, we would compete with traditional surgery and existing non-surgical and other treatments. In chronic
and other hard-to-heal wounds, we expect to face competition from current standard of care for debridement by sharp debridement or from
the current non-surgical standard of care, either enzymatic debridement, primarily Smith & Nephew Plc’s SANTYL, a collagenase-based
ointment, approved by the FDA for debriding chronic dermal ulcers. SANTYL is currently the market-leading enzymatic debridement
product, with more than $370 million in estimated annual sales in the United States.
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In addition to the currently available products, other products
may be introduced to debride chronic and other hard-to-heal wounds or treat superficial and nodular basal cell carcinoma and connective
tissue disorders during the time that we engage in necessary development. Accordingly, if one of our pipeline product candidates is approved,
our main challenge in the market would be to educate physicians seeking alternatives to surgery or less effective non-surgical methods
to use our product instead of already existing treatments. While we are still in the development stages, based on our studies, we believe
that our pipeline product candidates will be more effective than the current non-surgical alternatives and less invasive than surgery
in removing non-viable material in chronic and other hard-to-heal wounds or in tumor resection and may be comparable or perhaps better
than currently available treatments for connective tissue disorders.
NexoBrid received orphan drug status in the United States on August
20, 2003 for debridement of deep partial- and full-thickness burns in hospitalized patients. In the United States, a sponsor that develops
an orphan drug has marketing exclusivity for seven years post-approval by the FDA, which was granted in 2023. The exclusive marketing
rights in both regions are subject to certain exceptions, including the development of a clinically significant benefit over the prevalent
SOC. Once the market exclusivity for our orphan indication expires in a given jurisdiction, for example, most recently in Europe, subject
to other protections such as patents, we could face competition from other companies that may attempt to develop other products for the
same indication.
Seasonality
Our results of operations historically have not been subject to seasonal variations.
Government Legislation and Regulation
Our business is subject to extensive government regulation. Regulation
by governmental authorities in the United States, the EU and other jurisdictions is a significant factor in the development, manufacture
and marketing of NexoBrid and in ongoing research and development activities.
European Union
The approval process of medicinal products in the EU generally
involves satisfactorily completing each of the following:
• laboratory tests, animal studies and formulation studies all performed in accordance with the applicable EU GLP or GMP regulations;
• submission to the relevant authorities of a CTA, which must be approved before human clinical trials may begin;
• performance of adequate and well-controlled clinical trials to establish the safety and efficacy of the product for each proposed indication;
• submission to the relevant competent authorities of a marketing authorization application (“MAA”), which includes the data supporting preclinical and clinical safety and efficacy as well as detailed information on the manufacture and composition and control of the product development and proposed labeling as well as other information;
• inspection by the relevant national authorities of the manufacturing facility or facilities and quality systems (including those of third parties) at which the product is produced, to assess compliance with strictly enforced GMP;
• potential audits of the non-clinical and clinical trial sites that generated the data in support of the MAA; and
• review and approval by the relevant competent authority of the MAA before any commercial marketing, sale or shipment of the product.
Quality/preclinical studies
In order to assess the potential safety and efficacy of a product,
tests include laboratory evaluations of product characterization, analytical tests and controls, as well as studies to evaluate toxicity
and pharmacological effects in animal studies. The conduct of the preclinical tests and formulation of the compounds for testing must
comply with the relevant EU regulations and requirements. The results of such tests, together with relevant manufacturing control information
and analytical data, are submitted as part of the CTA. Non-clinical studies are performed to demonstrate the health or environmental safety
of new biological substances. Non-clinical studies must be conducted in compliance with the principles of GLP as set forth in EU Directive
2004/10/EC. In particular, non-clinical studies, both in vitro and in vivo, must be planned, performed, monitored, recorded, reported
and archived in accordance with the GLP principles, which define a set of rules and criteria for a quality system for the organizational
process and the conditions for non-clinical studies. These GLP standards reflect the OECD requirements.
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Clinical trial approval
Clinical development is often described as consisting of four temporal
phases (Phase I-IV). See, for example, the EMA’s note for guidance on general considerations for clinical trials (CPMP/ICH/291/95).
• Phase I (Most typical kind of study: Human Pharmacology);
• Phase II (Most typical kind of study: Therapeutic Exploratory);
• Phase III (Most typical kind of study: Therapeutic Confirmatory); and
• Phase IV (Variety of Studies: Therapeutic Use).
Studies in Phase IV are all studies other than routine surveillance
performed after drug approval and are related to the approved indication.
The phase of development provides an inadequate basis for classification
of clinical trials because one type of trial may occur in several phases. The phase concept is a description, not a set of requirements.
The temporal phases do not imply a fixed order of studies since for some drugs in a development plan the typical sequence will not be
appropriate or necessary.
Clinical trials of medicinal products in the EU must be conducted
in accordance with EU and national regulations and the International Council for Harmonization of Technical Requirements for Pharmaceuticals
for Human Use (“ICH”) guidelines on GCP as well as the applicable regulatory requirements and the ethical principles that
have their origin in the Declaration of Helsinki. If the sponsor of the clinical trial is not established within the EU, it must appoint
an EU entity to act as its legal representative. The sponsor must take out a clinical trial insurance policy, and in most EU member states,
the sponsor is liable to provide ‘no fault’ compensation to any study subject injured in the clinical trial. The regulatory
landscape related to clinical trials in the EU has been subject to recent changes. The EU Clinical Trials Regulation (“CTR”)
which was adopted in April 2014 and repeals the EU Clinical Trials Directive, became applicable on January 31, 2022. Unlike directives,
the CTR is directly applicable in all EU member states without the need for member states to further implement it into national law. The
CTR notably harmonizes the assessment and supervision processes for clinical trials throughout the EU via a Clinical Trials Information
System, which contains a centralized EU portal and database.
While the EU Clinical Trials Directive required a separate CTA
to be submitted in each member state in which the clinical trial takes place, to both the competent national health authority and an independent
ethics committee, much like the FDA and IRB respectively, the CTR introduces a centralized process and only requires the submission of
a single application for multi-center trials. The CTR allows sponsors to make a single submission to both the competent authority and
an ethics committee in each member state, leading to a single decision per member state. The CTA must include, among other things, a copy
of the trial protocol and an investigational medicinal product dossier containing information about the manufacture and quality of the
medicinal product under investigation. The assessment procedure of the CTA has been harmonized as well, including a joint assessment by
all member states concerned, and a separate assessment by each member state with respect to specific requirements related to its own territory,
including ethics rules. Each member state’s decision is communicated to the sponsor via the centralized EU portal. Once the CTA
is approved, clinical study development may proceed.
The CTR transition period ended on January 31, 2025, and all clinical
trials (and related applications) are now fully subject to the provisions of the CTR.
Medicines used in clinical trials must be manufactured in accordance
with GMP. Other national and EU-wide regulatory requirements may also apply.
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Marketing authorization
Authorization to market a product in the EU member states proceeds
under one of four procedures: a centralized authorization procedure, a mutual recognition procedure, a decentralized procedure or a national
procedure. Marketing authorization may be granted only to an applicant established in the EU. Through our wholly-owned German subsidiary,
we received approval for NexoBrid pursuant to the centralized authorization procedure.
The centralized procedure provides for the grant of a single marketing
authorization, issued by the European Commission based on the opinion of the EMA’s Committee for Medicinal Products for Human Use
(“CHMP”), that is valid throughout the EU and the EEA countries, and including Norway, Iceland and Lichtenstein. The centralized
procedure is compulsory for medicines produced by certain biotechnological processes, products designated as orphan medicinal products,
advanced therapy medicinal products (“ATMPs”) and products with a new active substance indicated for the treatment of certain
diseases, and is optional for products which constitute a significant therapeutic, scientific, or technical innovation or for which a
centralized process is in the interest of patients. Products that have received orphan designation in the EU, such as NexoBrid, will qualify
for this centralized procedure, under which each product’s MAA is submitted to the EMA. Under the centralized procedure in the EU,
the maximum time frame for the evaluation of an MAA by the EMA is 210 days (excluding clock stops, when additional written or oral information
is to be provided by the applicant in response to questions asked by the Committee of Medicinal Products for Human Use). In general, if
the centralized procedure is not followed, there are three alternative procedures where applications are filed with one or more members
state medicines regulators, each of which will grant a national marketing authorization:
• Mutual recognition procedure. If an authorization has been granted by one-member state, or the Reference Member State, an application may be made for mutual recognition in one or more other member states, or the Concerned Member State(s).
• Decentralized procedure. The decentralized procedure may be used to obtain a marketing authorization in several European member states when the applicant does not yet have a marketing authorization in any country.
• National procedure. Applicants following the national procedure will be granted a marketing authorization that is valid only in a single member state. Furthermore, this marketing authorization is not based on recognition of another marketing authorization for the same product awarded by an assessment authority of another member state. If marketing authorization in only one-member state is preferred, an application can be filed with the national competent authority of a member state. The national procedure can also serve as the first phase of a mutual recognition procedure.
It is not always possible for applicants to follow the national
procedure. In the case of medicinal products in the category for which the centralized authorization procedure is compulsory, that procedure
must be followed. In addition, the national procedure is not available in the case of medicinal product dossiers where the same applicant
has already obtained marketing authorization in one of the other EU member state or has already submitted an application for marketing
authorization in another member state and the application is under consideration. In the latter case, applicants must follow a mutual
recognition procedure.
After a medicine has been authorized and launched, it is a condition
of maintaining the marketing authorization that all aspects relating to its quality, safety and efficacy must be kept under review. Sanctions
may be imposed for failure to adhere to the conditions of the marketing authorization. In extreme cases, the authorization may be revoked,
resulting in withdrawal of the product from sale.
Period of authorization and renewals
Under the above-described procedures, in order to grant the marketing
authorization, the EMA or the competent authorities of the EU member states make an assessment of the risk benefit balance of the product
on the basis of scientific criteria concerning its quality, safety and efficacy. Marketing authorization is valid for an initial five-year
period and may be renewed thereafter on the basis of a re-evaluation of the risk-benefit balance by the EMA or by the competent authority
of the authorizing member state. To this end, the marketing authorization holder shall provide the EMA or other applicable competent authority
a consolidated version of the file in respect of quality, safety and efficacy, including all variations introduced since the marketing
authorization was granted, at least six months before the end of the initial five-year period. Once renewed, the marketing authorization
is valid for an unlimited period, unless the EMA or other applicable competent authority decides, on justified grounds relating to pharmacovigilance,
to proceed with one additional five-year renewal. Any authorization which is not followed by the actual placing of the drug on the EU
market (in case of centralized procedure) or on the market of the authorizing member state within three years after authorization shall
cease to be valid.
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Regulatory data protection
Without prejudice to the law on the protection of industrial and
commercial property, some marketing authorizations benefit from an “8+2(+1)” year period of regulatory protection. During
the first eight years from the grant of the innovator company’s marketing authorization, data exclusivity applies. If granted, the
data exclusivity period prevents generic or biosimilar applicants from relying on the pre-clinical and clinical trial data contained in
the dossier of the reference product when applying for a generic or biosimilar MA in the EU during a period of eight years from the date
on which the reference product was first authorized in the EU. After the eight years have expired, a generic company can make use of the
preclinical and clinical trial data of the originator in their regulatory applications but still cannot market their product until the
end of the 10 year market exclusivity period. An additional one year of market exclusivity can be obtained if, during the first eight
years of those 10 years, the marketing authorization holder obtains an approval for one or more new therapeutic indications which, during
the scientific evaluation prior to their approval, are determined to bring a significant clinical benefit in comparison with existing
therapies. However, there is no guarantee that a product will be considered by the EU’s regulatory authorities to be a new chemical
or biological entity, and products may not qualify for data exclusivity. Under the current rules, a third party may reference the preclinical
and clinical data of the reference product beginning eight years after first approval, but the third party may market a generic version
only after 10 (or 11) years have lapsed.
There is a special regime for biosimilars, or biological medicinal
products that are similar to a reference medicinal product but that do not meet the definition of a generic medicinal product, for example,
because of differences in raw materials or manufacturing processes. For such products, the results of appropriate preclinical or clinical
trials must be provided, and guidelines from the EMA detail the type of quantity of supplementary data to be provided for different types
of biological product. There are no such guidelines for complex biological products, such as gene or cell therapy medicinal products,
and so it is unlikely that biosimilars of those products will currently be approved in the EU. However, guidance from the EMA states that
they will be considered in the future in light of the scientific knowledge and regulatory experience gained at the time.
Additional data protection can be applied for when an applicant
has complied with all requirements as set forth in an approved PIP.
Post-Approval Requirements
Similar to the United States, both marketing authorization holders
and manufacturers of medicinal products are subject to comprehensive regulatory oversight by the EMA, the European Commission and/or the
competent regulatory authorities of the member states. The holder of a marketing authorization must establish and maintain a pharmacovigilance
system and appoint an individual qualified person for pharmacovigilance who is responsible for the establishment and maintenance of that
system, and oversees the safety profiles of medicinal products and any emerging safety concerns. Key obligations include expedited reporting
of suspected serious adverse reactions and submission of periodic safety update reports (“PSURs”).
All new MAA must include a risk management plan (“RMP”)
describing the risk management system that the company will put in place and documenting measures to prevent or minimize the risks associated
with the product. The regulatory authorities may also impose specific obligations as a condition of the marketing authorization. Such
risk-minimization measures or post-authorization obligations may include additional safety monitoring, more frequent submission of PSURs,
or the conduct of additional clinical trials or post-authorization safety studies.
Failure to comply with the aforementioned EU and member state laws
may result in administrative, civil or criminal penalties. These penalties could include delays or refusal to authorize the conduct of
clinical trials, or to grant marketing authorization, product withdrawals and recalls, product seizures, suspension, withdrawal or variation
of the marketing authorization, total or partial suspension of production, distribution, manufacturing or clinical trials, operating restrictions,
injunctions, suspension of licenses, fines and criminal penalties. These penalties could include delays or refusal to authorize the conduct
of clinical trials, or to grant the marketing authorization, product withdrawals and recalls, product seizures, suspension, withdrawal
or variation of the marketing authorization, total or partial suspension of production, distribution, manufacturing or clinical trials,
operating restrictions, injunctions, suspension of licenses, fines and criminal penalties.
The aforementioned EU rules are generally applicable in the EEA.
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Brexit and
the Regulatory Framework in the United Kingdom
Following the end of the Brexit transition period on January
1, 2021, and the implementation of the Windsor Framework on January 1, 2025, the United Kingdom (“UK”) is not generally subject
to EU laws in respect of medicines. The EU laws that have been transposed into UK law through secondary legislation remain applicable
in the UK, however, new legislation such as the (EU) CTR is not applicable in Great Britain. Under the Medicines and Medical Devices
Act 2021, the Secretary of State or an ‘appropriate authority’ has delegated powers to amend or supplement existing regulations
in the area of medicinal products and medical devices. This allows new rules to be introduced in the future by way of secondary legislation,
which aims to allow flexibility in addressing regulatory gaps and future changes in the fields of human medicines, clinical trials and
medical devices. As of January 1, 2021, the Medicines and Healthcare products Regulatory Agency (“MHRA”) is the UK’s
standalone medicines and medical devices regulator. As a result of the Northern Ireland Protocol, different rules applied in Northern
Ireland than in England, Wales, and Scotland, together, Great Britain (“GB”); which continued to follow the EU regulatory
regime. However, on January 1, 2025, a new arrangement called the “Windsor Framework” came into effect and reintegrated Northern
Ireland under the regulatory authority of the MHRA with respect to medicinal products. The Windsor Framework removes EU licensing processes
and EU labelling and serialization requirements in relation to Northern Ireland and introduces a UK-wide licensing process for medicines.
MAs in the UK are governed by the Human Medicines Regulations (SI
2012/1916), as amended. All existing EU MAs for centrally authorized products were automatically converted or grandfathered into UK MAs,
effective in GB (only), free of charge on January 1, 2021, unless the MA holder chose to opt-out. Under the terms of the Windsor Framework,
these MAs became valid for the whole of the UK from January 1, 2025. In order to use the centralized procedure to obtain an MA that will
be valid throughout the EEA, companies must be established in the EEA. Therefore, since Brexit, companies established in the UK can no
longer use the EU centralized procedure and instead an EEA entity must hold any centralized MAs. In order to obtain a UK MA to commercialize
products in the UK, an applicant must be established in the UK and must follow one of the UK national authorization procedures or one
of the remaining post-Brexit international cooperation procedures. Applications are governed by the Human Medicines Regulations (SI 2012/1916)
and are made electronically through the MHRA Submissions Portal. The MHRA has introduced changes to national licensing procedures, including
procedures to prioritize access to new medicines that will benefit patients, a 150-day assessment (subject to clock-stops) and a rolling
review procedure. In addition, since January 1, 2024, the MHRA may rely on the International Recognition Procedure (“IRP”)
when reviewing certain types of MAAs. Pursuant to the IRP, the MHRA will take into account the expertise and decision-making of trusted
regulatory partners (e.g., the regulators in Australia, Canada, Switzerland, Singapore, Japan, the U.S.A. and the EU). The MHRA will conduct
a targeted assessment of IRP applications but retain the authority to reject applications if the evidence provided is considered insufficiently
robust. The IRP allows medicinal products approved by such trusted regulatory partners that meet certain criteria to undergo a fast-tracked
MHRA review to obtain and/or update an MA in the UK or Great Britain. Applications should be decided within a maximum of 60 days
if there are no major objections identified that cannot be resolved within such 60-day period and the approval from the trusted regulatory
partner selected has been granted within the previous 2 years or if there are such major objections identified or such approval hasn’t
been granted within the previous 2 years within 110 days. Applicants can submit initial MAAs to the IRP but the procedure can also be
used throughout the lifecycle of a product for post-authorization procedures including line extensions, variations and renewals. In the
UK, the initial duration of an MA is five years and following renewal will be valid for an unlimited period unless the MHRA decides on
justified grounds relating to pharmacovigilance, to proceed with only one additional five-year renewal. Any authorization which is not
followed by the actual placing of the product on the market in the UK within three (3) years shall cease to be in force.
There is no pre-MA orphan designation in the UK. Instead, the MHRA
reviews applications for orphan designation in parallel to the corresponding MA application. The criteria are essentially the same, but
have been tailored for the market, i.e., the prevalence of the condition in the UK, rather than the EU, must not be more than five in
10,000. Should an orphan designation be granted, the period or market exclusivity will be set from the date of first approval of the product
in the UK.
Data Privacy and Security Laws
Numerous state, federal and foreign laws, regulations, and standards
govern the collection, use, access to, confidentiality and security of health-related and other personal information, and could apply
now or in the future to our operations or the operations of our partners. In the United States, numerous federal and state laws and regulations,
including data breach notification laws, health information privacy and security laws and consumer protection laws and regulations govern
the collection, use, disclosure, and protection of health-related and other personal information. In addition, certain laws govern the
privacy and security of personal data, including health-related data in the EU/EEA and in other foreign jurisdictions. Privacy and security
laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can
result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.
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Manufacturing
The manufacturing of authorized drugs, for which a separate manufacturer’s
license is mandatory, must be conducted in strict compliance with the EMA’s GMP requirements and comparable requirements of other
regulatory bodies, which mandate the methods, facilities and controls used in manufacturing, processing and packing of drugs to assure
their safety and proper identification. The EMA monitors compliance with its GMP requirements through mandatory registration of facilities
and inspections of those facilities. The EMA has a coordinating role for these inspections while the responsibility for carrying them
out rests with the competent authority of the member state under whose responsibility the manufacturer falls. Failure to comply with these
requirements could interrupt supply and result in delays, unanticipated costs and lost revenues, and could subject the applicant to potential
legal or regulatory action, including but not limited to warning letters, suspension of manufacturing, seizure of product, injunctive
action or possible civil and criminal penalties. In January 2013, the EU and Israel signed the Protocol on Conformity Assessment and Acceptance
of Industrial Products (the “ACAA”), which covers medicinal products. The ACAA provides for mutual recognition of the conclusions
of inspections of compliance of manufacturers and importers with the principles and guidelines of EU GMP and equivalent Israeli cGMP.
Certification of the conformity of each batch to its specifications by either the importer or the manufacturer established in Israel or
in the EU shall be recognized by the other party without re-control at import from one party to the other.
Marketing and promotion
The marketing and promotion of authorized medicinal products, including
industry-sponsored continuing medical education and advertising directed toward the prescribers of drugs and/or the general public, are
strictly regulated in the EU, notably under Directive 2001/83 and subject to laws concerning promotion of medicinal products, interactions
with physicians, misleading and comparative advertising and unfair commercial practices. The applicable legislation aims to ensure that
information provided by holders of marketing authorizations regarding their products is truthful, balanced and accurately reflects the
safety and efficacy claims validated by the EMA or by the applicable national authority of the authorizing member state. All advertising
and promotional activities for the product must be consistent with the approved summary of product characteristics, and therefore all
off-label promotion is prohibited. Direct-to-consumer advertising of prescription medicines is also prohibited in the EU. Although general
requirements for advertising and promotion of medicinal products are established under EU directives, the details are governed by regulations
in each member state and can differ from one country to another. Failure to comply with these requirements can result in adverse publicity,
warning letters, mandated corrective advertising and potential civil and criminal penalties.
United States
Review and approval of biologics
In addition to EU regulations, NexoBrid is marketed as a biologic
product in the United States for eschar removal in patients with deep partial thickness and/or full thickness thermal burns and is therefore
subject to various U.S. regulations. In the United States, the FDA regulates biologics under the Federal, Food, Drug and Cosmetic Act
(“FDCA”), the Public Health Service Act, and their respective implementation regulations. Biologics require the submission
of a BLA and licensure by the FDA prior to being marketed in the United States. The process of obtaining regulatory approvals and the
subsequent compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial
time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process,
approval process or after approval may subject an applicant to a variety of administrative or judicial sanctions as well as enforcement
actions brought by the FDA, the U.S. Department of Justice or other governmental entities. Possible sanctions may include the FDA’s
refusal to approve pending BLAs or supplements, withdrawal of an approval, imposition of a clinical hold, issuance of warning letters,
product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government
contracts, restitution, disgorgement and civil or criminal penalties.
The process required by the FDA prior to marketing and distributing
a biologic in the United States generally involves the following:
• completion of laboratory tests, animal studies and formulation studies in compliance with the FDA’s GLP and GMP regulations, as applicable;
• submission to the FDA of an investigational new drug application (“IND”), which must become effective before clinical trials may begin;
• approval by an independent institutional review board (“IRB”) at each clinical site before each trial may be initiated;
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• performance of adequate and well-controlled clinical trials in accordance with GCP to establish the safety and efficacy of the product for each indication;
• preparation and submission to the FDA of a BLA;
• satisfactory completion of an FDA advisory committee review, if applicable;
• satisfactory completion of one or more FDA inspections of the manufacturing facility or facilities at which the product, or components thereof, are produced to assess compliance with cGMP requirements, and to assure that the facilities, methods and controls are adequate to preserve the product’s safety, purity and potency, and of selected clinical investigation sites to assess compliance with GCP; and
• payment of user fees and FDA review and approval of the BLA to permit commercial marketing of the product for particular indications for use in the United States.
Preclinical studies
Preclinical studies include laboratory evaluation of product chemistry,
toxicity and formulation, as well as animal studies to assess the potential safety and efficacy of the product candidate. Preclinical
safety tests must be conducted in compliance with FDA regulations regarding good laboratory practices. The results of the preclinical
tests, together with manufacturing information and analytical data, are submitted to the FDA as part of an IND which must become effective
before clinical trials may commence. Some preclinical testing may continue even after the IND is submitted.
Clinical trials in support of a BLA
Clinical trials involve the administration of an investigational
product to human subjects under the supervision of qualified investigators in accordance with GCP requirements, which include, among other
things, the requirement that all research subjects provide their informed consent in writing before their participation in any clinical
trial. Clinical trials are conducted under written study protocols detailing, among other things, the objectives of the study, the parameters
to be used in monitoring safety and the effectiveness criteria to be evaluated. A protocol for each clinical trial and any subsequent
protocol amendments must be submitted to the FDA as part of the IND. An IND automatically becomes effective 30 days after receipt by the
FDA, unless before that time the FDA raises concerns or questions related to a proposed clinical trial and places the trial on clinical
hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin.
In addition, an IRB representing each institution participating
in the clinical trial must review and approve the plan for any clinical trial before it commences at that institution, and the IRB must
conduct continuing review and reapprove the study at least annually. The IRB must review and approve, among other things, the study protocol
and informed consent information to be provided to study subjects. An IRB must operate in compliance with FDA regulations. Information
about certain clinical trials must be submitted within specific timeframes to the National Institutes of Health for public dissemination
on their website, ClinicalTrials.gov.
For purposes of BLA approval, clinical trials are typically conducted
in three sequential phases, which may overlap or be combined. In the United States, the three phases are generally described as follows:
Phase I: The investigational product is initially introduced into healthy human subjects or patients with the target disease or condition and tested for safety, dosage tolerance, absorption, metabolism, distribution, excretion and, if possible, to gain an early indication of its effectiveness and to determine optimal dosage.
Phase II: The investigational product is administered to a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.
Phase III: The investigational product is administered to an expanded patient population, generally at geographically dispersed clinical trial sites, in well-controlled clinical trials to generate enough data to statistically evaluate the efficacy and safety of the product for approval, to establish the overall risk-benefit profile of the product, and to provide adequate information for the labeling of the product.
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In some cases, the FDA may require, or companies may voluntarily
pursue, additional clinical trials after a product is approved to gain more information about the product. These so-called Phase IV studies
may be made a condition to approval of the BLA.
Progress reports detailing the results of the clinical trials must
be submitted at least annually to the FDA and more frequently if serious adverse events occur. Phase I, Phase II and Phase III clinical
trials may not be completed successfully within any specified period, or at all. Furthermore, the FDA or the sponsor may suspend or terminate
a clinical trial at any time on various grounds, including a finding that the research subjects are being exposed to an unacceptable health
risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted
in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients.
Submission of a BLA to the FDA
The results of the preclinical studies and clinical trials, together
with other detailed information, including information on the manufacture, control and composition of the product, are submitted to the
FDA as part of a BLA requesting approval to market the product candidate for a proposed indication. Under the Prescription Drug User Fee
Act (PDUFA), as amended, applicants are required to pay user fees to the FDA for reviewing a BLA. These user fees, as well as the annual
program fees required for approved products, can be substantial. Each BLA submitted to the FDA for approval is typically reviewed for
administrative completeness and reviewability within 60 days following submission of the application. If found complete, the FDA will
“file” the BLA, which triggers a full review of the application. The FDA may refuse to file any BLA that it deems incomplete
or not properly reviewable at the time of submission. The FDA’s established goals are to review and act on standard applications
within ten months after it accepts the application for filing, or, if the application qualifies for priority review, six months after
the FDA accepts the application for filing. In both standard and priority reviews, the review process is often significantly extended
by FDA requests for additional information or clarification. The FDA reviews a BLA to determine, among other things, whether a product
is safe, pure and potent and the facility in which it is manufactured, processed, packed, or held meets standards designed to assure the
product’s continued safety, purity and potency. The FDA may convene an advisory committee to provide clinical insight on application
review questions.
Before approving a BLA, the FDA generally inspects the facilities
at which the product is manufactured or facilities that are significantly involved in the product development and distribution process,
and will not approve the product unless cGMP compliance is satisfactory. Additionally, before approving a BLA, the FDA will typically
inspect one or more clinical sites to assure compliance with GCP. If the FDA determines that the application, manufacturing process or
manufacturing facilities are not acceptable, it will outline the deficiencies in the submission and often will request additional testing
or information. Notwithstanding the submission of any requested additional information, the FDA ultimately may decide that the application
does not satisfy the regulatory criteria for approval. After the FDA evaluates a BLA and conducts inspections of manufacturing facilities
where the investigational product will be produced, the FDA may issue an approval letter or a Complete Response letter. An approval letter
authorizes commercial marketing of the product with specific prescribing information for specific indications. A Complete Response letter
will describe all of the deficiencies that the FDA has identified in the BLA, except that where the FDA determines that the data supporting
the application are inadequate to support approval, the FDA may issue the Complete Response letter without first conducting required inspections,
testing submitted product lots, and/or reviewing proposed labeling. In issuing the Complete Response letter, the FDA may recommend actions
that the applicant might take to place the BLA in condition for approval, including requests for additional information or clarification.
The FDA may deny approval of a BLA if applicable statutory or regulatory
criteria are not satisfied, or may require additional testing or information, which can delay the approval process. FDA approval of any
application may include many delays or may never be granted. If a product is approved, the approval will impose limitations on the indicated
uses for which the product may be marketed, will require that warning statements be included in the product labeling, may impose additional
warnings to be specifically highlighted in the labeling (e.g., a Black Box Warning), which can significantly affect promotion and sales
of the product, may require that additional studies be conducted following approval as a condition of the approval and may impose restrictions
and conditions on product distribution, prescribing or dispensing. For example, the FDA may approve the BLA with a Risk Evaluation and
Mitigation Strategy, or REMS, to ensure the benefits of the product outweigh its risks. A REMS is a safety strategy to manage a known
or potential serious risk associated with a product and to enable patients to have continued access to such medicines by managing their
safe use. A REMS program may be required to include various elements, such as a medication guide or patient package insert, a communication
plan to educate healthcare providers of the drug’s risks, or other elements to assure safe use, such as limitations on who may prescribe
or dispense the drug, dispensing only under certain circumstances, special monitoring and the use of patient registries. Once a product
is approved, marketing the product for other indicated uses or making certain manufacturing or other changes requires FDA review and approval
of a supplemental BLA or a new BLA, which may require additional clinical data. In addition, further post-marketing testing and surveillance
to monitor the safety or efficacy of a product may be required. Also, product approvals may be withdrawn if compliance with regulatory
standards is not maintained or if safety or manufacturing problems occur following initial marketing. In addition, new government requirements
may be established that could delay or prevent regulatory approval of our product candidates under development.
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Post-approval requirements
Any biologic products for which we receive FDA approvals are subject
to pervasive continuing regulation by the FDA. Certain requirements include, among other things, record-keeping requirements, reporting
adverse experiences with the product, providing the FDA with updated safety and efficacy information annually or more frequently for specific
events, product sampling and distribution requirements, complying with certain electronic records and signature requirements and complying
with FDA promotion and advertising requirements. These promotion and advertising requirements include, among others, standards for direct-to-consumer
advertising, prohibitions against promoting drugs for uses or in patient populations that are not described in the drug’s approved
labeling, known as “off-label use,” and other promotional activities, such as those considered to be false or misleading.
Failure to comply with FDA requirements can have negative consequences, including the immediate discontinuation of noncomplying materials,
adverse publicity, enforcement letters from the FDA, mandated corrective advertising or communications with doctors, and civil or criminal
penalties. Such enforcement may also lead to scrutiny and enforcement by other government and regulatory bodies. Although physicians may
prescribe legally available drugs for off-label uses, manufacturers may not encourage, market or promote such off-label uses. As a result,
“off-label promotion” has formed the basis for litigation under the Federal False Claims Act, violations of which are subject
to significant civil fines and penalties.
The manufacturing of NexoBrid, EscharEx and our pipeline product
candidates are and will be required to comply with applicable FDA manufacturing requirements contained in the FDA’s cGMP regulations.
NexoBrid is manufactured at our production plant in Yavne, Israel, which is cGMP certified. The FDA’s cGMP regulations require,
among other things, quality control and quality assurance, as well as the corresponding maintenance of comprehensive records and documentation.
Biologic manufacturers and other entities involved in the manufacture and distribution of approved drugs and biologics are also required
to register their establishments and list any products they make with the FDA and to comply with related requirements in certain states.
These entities are further subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP
and other laws. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control
to maintain cGMP compliance. In addition, a BLA holder must comply with post-marketing requirements, such as reporting of certain adverse
events. Such reports can present liability exposure, as well as increase regulatory scrutiny that could lead to additional inspections,
labeling restrictions or other corrective action to minimize further patient risk. Discovery of problems with a product after approval
may result in serious and extensive restrictions on the product, manufacturer or holder of an approved BLA, as well as lead to potential
market disruptions. These restrictions may include recalls, fines, warning letters, or untitled letters, clinical holds on clinical studies,
refusal of the FDA to approve pending applicants or supplements to approved applications, product seizure or detention, or refusal to
permit the import or export of products, suspension or revocation of a product license approval until the FDA is assured that quality
standards can be met, and continuing oversight of manufacturing by the FDA under a “consent decree,” which frequently includes
the imposition of costs and continuing inspections over a period of many years, as well as possible withdrawal of the product from the
market. In addition, changes to the manufacturing process generally require prior FDA approval before being implemented. Other types of
changes to the approved product, such as adding new indications and additional labeling claims, are also subject to further FDA review
and approval. The FDA also may impose a number of post-approval requirements as a condition of approval of a BLA. For example, the FDA
may require post-marketing testing, or Phase IV testing, as well as REMS and/or surveillance to monitor the effects of an approved product
or place other conditions on an approval that could otherwise restrict the distribution or use of NexoBrid.
Orphan designation and exclusivity
On August 20, 2003, NexoBrid received orphan drug designation in
the United States. Under the Orphan Drug Act, the FDA may designate a drug product as an “orphan drug” if it is intended to
treat a rare disease or condition, meaning that it affects fewer than 200,000 individuals in the United States, or more in cases in which
there is no reasonable expectation that the cost of developing and making a drug product available in the United States for treatment
of the disease or condition will be recovered from sales of the product. A company must request orphan product designation before submitting
a BLA. If the request is granted, the FDA will disclose the identity of the therapeutic agent and its potential use. Orphan drug designation
does not convey any advantage in or shorten the duration of the regulatory review and approval process.
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If a product with orphan status receives the first FDA approval
for the disease or condition for which it has such designation, the product will be entitled to orphan product exclusivity. Orphan product
exclusivity means that FDA may not approve any other applications for the same product for the same approved use or indication within
such rare disease or condition for seven years, except in certain limited circumstances, such as a showing of clinical superiority to
the product with orphan drug exclusivity. Competitors may receive approval of different products for the same approved use or indication
within such rare disease or condition for which the orphan product has exclusivity and may obtain approval for the same product but for
any use or indication within a different indication. If a drug or drug product designated as an orphan product ultimately receives marketing
authorization for a disease or condition broader than that designated in its orphan product application, it may not be entitled
to exclusivity. In addition, exclusive marketing rights in the United States may be lost if the FDA later determines that the request
for designation was materially defective or if the manufacturer is unable to assure sufficient quantities of the product to meet the needs
of patients with the rare disease or condition.
Expedited Development and Review Programs
The FDA offers a number of expedited development and review programs
for qualifying product candidates. The fast track program is intended to expedite or facilitate the process for reviewing new products
that meet certain criteria. Specifically, new products are eligible for fast track designation if they are intended to treat a serious
or life-threatening disease or condition and demonstrate the potential to address unmet medical needs for the disease or condition. Fast
track designation applies to the combination of the product and the specific indication for which it is being studied. The sponsor of
a fast track product has opportunities for frequent interactions with the review team during product development and, once a BLA is submitted,
the product may be eligible for priority review. A fast track product may also be eligible for rolling review, where the FDA may consider
for review sections of the BLA on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for
the submission of the sections of the BLA, the FDA agrees to accept sections of the BLA and determines that the schedule is acceptable,
and the sponsor pays any required user fees upon submission of the first section of the BLA.
A product intended to treat a serious or life-threatening disease
or condition may also be eligible for breakthrough therapy designation to expedite its development and review. A product can receive breakthrough
therapy designation if preliminary clinical evidence indicates that the product may demonstrate substantial improvement over existing
therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development.
The designation includes all of the fast track program features, as well as more intensive FDA interaction and guidance beginning as early
as Phase I and an organizational commitment to expedite the development and review of the product, including involvement of senior managers.
Any marketing application for a biologic submitted to the FDA for approval, including a product with a fast track designation and/or breakthrough
therapy designation, may be eligible for other types of FDA programs intended to expedite the FDA review and approval process, such as
priority review and accelerated approval. A product is eligible for priority review if it has the potential to provide a significant improvement
in the treatment, diagnosis or prevention of a serious disease or condition compared to marketed products. For products containing new
molecular entities, priority review designation means the FDA’s goal is to take action on the marketing application within six months
of the 60-day filing date, compared with ten months under standard review.
Additionally, products studied for their safety and effectiveness
in treating serious or life-threatening diseases or conditions may receive accelerated approval upon a determination that the product
has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured
earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality
or other clinical benefit, taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative
treatments. As a condition of accelerated approval, the FDA will generally require the sponsor to perform adequate and well-controlled
post-marketing clinical studies to verify and describe the anticipated effect on irreversible morbidity or mortality or other clinical
benefit. In addition, the FDA currently requires as a condition for accelerated approval pre-approval of promotional materials, which
could adversely impact the timing of the commercial launch of the product.
In 2017, FDA established a new regenerative medicine advanced therapy,
or RMAT, designation as part of its implementation of the 21st Century Cures Act, which was signed into law in December 2016. To qualify
for RMAT designation, the product candidate must meet the following criteria: (1) it qualifies as a RMAT, which is defined as a cell therapy,
therapeutic tissue engineering product, human cell and tissue product, or any combination product using such therapies or products, with
limited exceptions; (2) it is intended to treat, modify, reverse, or cure a serious or life-threatening disease or condition; and (3)
preliminary clinical evidence indicates that the drug has the potential to address unmet medical needs for such a disease or condition.
Like fast track and breakthrough therapy designation, RMAT designation provides potential benefits that include more frequent meetings
with FDA to discuss the development plan for the product candidate and eligibility for rolling review and priority review. Products granted
RMAT designation may also be eligible for accelerated approval on the basis of a surrogate or intermediate endpoint reasonably likely
to predict long-term clinical benefit, or reliance upon data obtained from a meaningful number of sites, including through expansion to
additional sites. Once approved, when appropriate, the FDA can permit fulfillment of post-approval requirements under accelerated approval
through the submission of clinical evidence, clinical studies, patient registries, or other sources of real world evidence such as electronic
health records; through the collection of larger confirmatory datasets; or through post-approval monitoring of all patients treated with
the therapy prior to approval.
Fast track designation, breakthrough therapy designation, priority review, accelerated
approval, and RMAT designation do not change the standards for approval but may expedite the development or approval process.
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Pediatric studies and exclusivity
Under the Pediatric Research Equity Act of 2003, a BLA or supplement
thereto must contain data that are adequate to assess the safety and effectiveness of the drug product for the claimed indications in
all relevant pediatric subpopulations, and to support dosing and administration for each pediatric subpopulation for which the product
is safe and effective. Sponsors must also submit pediatric study plans prior to the assessment data. Those plans must contain an outline
of the proposed pediatric study or studies the applicant plans to conduct, including study objectives and design, any deferral or waiver
requests, and other information required by regulation. The applicant, the FDA, and the FDA’s internal review committee must then
review the information submitted, consult with each other and agree upon a final plan. The FDA or the applicant may request an amendment
to the plan at any time. The FDA may, on its own initiative or at the request of the applicant, grant deferrals for submission of some
or all pediatric data until after approval of the product for use in adults, or full or partial waivers from the pediatric data requirements.
Additional requirements and procedures relating to deferral requests and requests for extension of deferrals are contained in the FDASIA.
Unless otherwise required by regulation, the pediatric data requirements do not apply to products with orphan designation.
Separately, in the event the FDA issues a Written Request for pediatric
data relating to a product, a BLA sponsor who submits such data may be entitled to pediatric exclusivity. Pediatric exclusivity is another
type of non-patent marketing exclusivity in the United States which, if granted, provides for the attachment of an additional six months
of marketing protection to the term of any existing exclusivity, including other non-patent and orphan exclusivity. This six-month exclusivity
may be granted if a BLA sponsor submits pediatric data that fairly respond to the Written Request from the FDA for such data. The data
do not need to show that the product is effective in the pediatric population studied; rather, if the clinical trial is deemed to fairly
respond to the FDA’s request, the additional protection is granted. If reports of requested pediatric studies are submitted to and
accepted by the FDA within the statutory time limits, whatever statutory or regulatory periods of exclusivity or patent protection cover
the product are extended by six months. This is not a patent term extension, but it effectively extends the regulatory period during which
the FDA cannot accept or approve another application.
Patent term restoration and extension
A patent claiming a new drug product may be eligible for a limited
patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984 (the “Hatch-Waxman Act”), which
permits a patent restoration of up to five years for the patent term lost during product development and the FDA regulatory review. The
restoration period granted is typically one-half the time between the effective date of an IND and the submission date of a BLA, plus
the time between the submission date of a BLA and the ultimate approval date. Patent term restoration cannot be used to extend the remaining
term of a patent past a total of fourteen years from the product’s approval date. Only one patent applicable to an approved drug
product is eligible for the extension, and the application for the extension must be submitted prior to the expiration of the patent in
question. A patent that covers multiple drugs for which approval is sought can only be extended in connection with one of the approvals.
The U.S. Patent and Trademark Office reviews and approves the application for any patent term extension or restoration in consultation
with the FDA.
Biosimilars and reference product exclusivity
The Patient Protection and Affordable Care Act, as amended by the
Health Care and Education Reconciliation Act (collectively, the “ACA”), which was signed into law in 2010, includes a subtitle
called the Biologics Price Competition and Innovation Act of 2009 (“BPCIA”), which created an abbreviated approval pathway
for biological products that are biosimilar to or interchangeable with an FDA-approved reference biological product.
Biosimilarity, which requires that there be no clinically meaningful
differences between the biological product and the reference product in terms of safety, purity, and potency, can be shown through analytical
studies, animal studies, and a clinical study or studies. Interchangeability requires that a product is biosimilar to the reference product
and the product must demonstrate that it can be expected to produce the same clinical results as the reference product in any given patient
and, for products that are administered multiple times to an individual, the biologic and the reference biologic may be alternated or
switched after one has been previously administered without increasing safety risks or risks of diminished efficacy relative to exclusive
use of the reference biologic. However, complexities associated with the larger, and often more complex, structures of biological products,
as well as the processes by which such products are manufactured, pose significant hurdles to implementation of the abbreviated approval
pathway that are still being worked out by the FDA.
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Under the BPCIA, an application for a biosimilar product may not
be submitted to the FDA until four years following the date that the reference product was first licensed by the FDA. In addition, the
approval of a biosimilar product may not be made effective by the FDA until 12 years from the date on which the reference product was
first licensed. During this 12-year period of exclusivity, another company may still market a competing version of the reference product
if the FDA approves a full BLA for the competing product containing the sponsor’s own preclinical data and data from adequate and
well-controlled clinical trials to demonstrate the safety, purity and potency of their product.
The BPCIA also created certain exclusivity periods for biosimilars
approved as interchangeable products. At this juncture, it is unclear whether products deemed “interchangeable” by the FDA
will, in fact, be readily substituted by pharmacies, which are governed by state pharmacy law. The BPCIA is complex and continues to be
interpreted and implemented by the FDA. In addition, recent government proposals have sought to reduce the 12-year reference product exclusivity
period. Other aspects of the BPCIA, some of which may impact the BPCIA exclusivity provisions, have also been the subject of recent litigation.
As a result, the ultimate impact, implementation, and meaning of the BPCIA remains subject to significant uncertainty.
Review and Approval of Drug Products Outside
the European Union and the United States
In addition to the above regulations, we must obtain approval of
a product by the comparable regulatory authorities of foreign countries outside of the EU and the United States before we can commence
clinical trials or marketing of NexoBrid in those countries. The approval process varies from country to country and the time may be longer
or shorter than that required for FDA or EU approval. In addition, the requirements governing the conduct of clinical trials, product
licensing, pricing and reimbursement vary greatly from country to country. In all cases, clinical trials are conducted in accordance with
GCP and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki.
If we fail to comply with applicable regulatory requirements, we
may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products,
operating restrictions and criminal prosecution.
Coverage and Reimbursement
Significant uncertainty exists as to the coverage and reimbursement
status of any products for which we obtain regulatory approval. In the United States, EU and other markets, sales of any products for
which we receive regulatory approval for commercial sale will depend to a large extent on the availability of reimbursement from third-party
payors. Third-party payors include governments, government health administrative authorities, managed care providers, private health insurers
and other organizations. The process for determining whether a payor will provide coverage for a drug product may be separate from the
process for setting the price or reimbursement rate that the payor will pay for the drug product. Third-party payors may limit coverage
to specific drug products on an approved list, or formulary, which might not include all of the drug products approved for a particular
indication by the FDA, European Commission or National Ministries of Health. Third-party payors are increasingly challenging the price
and examining the medical necessity and cost-effectiveness of medical products and services, in addition to their safety and efficacy.
We may need to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost-effectiveness of EscharEx,
in addition to the costs required to obtain the FDA or other Ministry of Health approvals. Additionally, EscharEx may not be considered
medically necessary or cost-effective. A payor’s decision to provide coverage for a drug product does not guarantee that an adequate
reimbursement rate will be approved. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient
to realize an appropriate return on our investment in product development.
In the United States, we sell NexoBrid to hospitals, and when used
on Medicare patients, all items and services are paid under the Medicare hospital outpatient prospective payment system, or OPPS, and
assigned to payment groups called Ambulatory Payment Classifications, or APCs, which group together items and services that are similar
clinically and in terms of resource use. Reimbursement for professional services performed by physicians are reported using CPT codes
and based on a different payment methodology. Effective January 1, 2024, CMS granted transitional pass-through, or TPT, payment status
for NexoBrid under HCPCS code J7353 (“Anacaulase-bcdb, 8.8% gel, 1 gram”). This status is granted by CMS to facilitate access
to innovative drugs and biological agents whose cost is “not insigifncant” related to the hospital outpatient prospective
payment for the procedures or services associated with the new drug or biological agent. NexoBrid’s TPT status expires on December
31, 2026.
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We believe the overall escalating cost of medical products and
services being paid for by the government and private health insurance has led to, and will continue to lead to, increased pressures on
the healthcare and pharmaceutical industry to reduce the costs of products and services. All third-party reimbursement programs are developing
increasingly sophisticated methods of controlling healthcare costs through prospective reimbursement and capitation programs, group purchasing,
redesign of benefits, and exploration of more cost-effective methods of delivering healthcare.
In addition to uncertainties surrounding coverage policies, there
are periodic changes to reimbursement levels. Third-party payors regularly update reimbursement amounts and also from time to time revise
the methodologies used to determine reimbursement amounts. This includes routine updates to payments to physicians and hospitals for procedures
during which our products are used. These updates could directly impact the demand for our products.
In the EU, pricing and reimbursement schemes vary widely from country
to country and often within regions or provinces of countries. Some countries may limit the annual budget of coverage or request that
the company participate in the cost above certain use levels or for treatments perceived as unsuccessful and impose monitoring processes
on the use of the product. Some countries and hospitals may require inclusion into the hospital formulary for payment from the hospital
budget. Some countries and hospitals may require the completion of additional studies that compare the cost-effectiveness of a particular
drug candidate to currently available therapies. For example, the EU provides options for its member states to restrict the range of medicinal
products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human
use. This Health Technology Assessment (“HTA process”) which is currently governed by the national laws of the individual
EU member states, is the procedure according to which the assessment of the public health impact, therapeutic impact and the economic
and societal impact of use of a given medicinal product in the national healthcare systems of the individual country is conducted. The
outcome of HTA regarding specific medicinal products will often influence the pricing and reimbursement status granted to these medicinal
products by the competent authorities of individual EU Member States. On December 15, 2021, the Health Technology Regulation (“HTA
Regulation”) was adopted. The Regulation entered into force in January 2022 and has been applicable since January 2025, with phased
implementation based on the type of product, i.e. oncology and advanced therapy medicinal products as of 2025, orphan medicinal products
as of 2028, and all other medicinal products by 2030. The HTA Regulation intends to boost cooperation among EU member states in assessing
health technologies, including new medicinal products, and provide the basis for cooperation at EU level for joint clinical assessments
in these areas.
Further, EU member states may approve a specific price for a drug
product or may instead adopt a system of direct or indirect controls on the profitability of the company placing the drug product on the
market. Other member states allow companies to fix their own prices for drug products, but monitor and control company profits. The downward
pressure on health care costs in general, particularly prescription drugs, has become intense. As a result, increasingly high barriers
are being erected to the entry of new products. In addition, in some countries, cross-border imports from low-priced markets exert competitive
pressure that may reduce pricing within a country. Any country that has price controls or reimbursement limitations for drug products
may not allow favorable reimbursement and pricing arrangements. Historically, products launched in the EU do not follow price structures
of the United States and generally prices tend to be significantly lower.
Healthcare Reform
In the United States, the ACA substantially changed the way healthcare
is financed by both governmental and private insurers and significantly impacted the pharmaceutical industry. The ACA contains a number
of provisions, including those governing enrollment in federal healthcare programs, reimbursement changes and fraud and abuse provisions,
which will impact existing government healthcare programs and will result in the development of new programs, including Medicare payment
for performance initiatives and improvements to the physician quality reporting system and feedback program. Additionally, the ACA:
• increases the minimum level of Medicaid rebates payable by manufacturers of brand-name drugs from 15.1% to 23.1%;
• requires collection of rebates for drugs paid by Medicaid managed care organizations; and
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• imposes a non-deductible annual fee on pharmaceutical manufacturers or importers who sell certain “branded prescription drugs” to specified federal government programs.
Since its enactment, there have been judicial, executive and congressional
challenges to certain aspects of the ACA. On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the
ACA brought by several states without specifically ruling on the constitutionality of the ACA. Thus, the ACA will remain in effect in
its current form.
There has been heightened governmental scrutiny recently over the
manner in which drug manufacturers set prices for their marketed products, which have resulted in several Congressional inquiries and
proposed bills designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and
manufacturer patient programs, and reform government program reimbursement methodologies for drug products. In March 2021, the American
Rescue Plan Act of 2021 was signed into law, which eliminated the statutory cap on drug manufacturers’ Medicaid drug rebate liability,
which was previously set at 100% of a drug’s average manufacturer price, for single source and innovator multiple source drugs,
beginning January 1, 2024. In August 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law. Among other things, the IRA
requires manufacturers of certain drugs to engage in price negotiations with Medicare, with prices that can be negotiated subject to a
cap; imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023);
and replaces the Part D coverage gap discount program with a new discounting program (which began in 2025). CMS has published the negotiated
prices for the initial ten drugs, which went into effect in 2026, and the subsequent 15 drugs, which will first be effective in 2027,
as well as the next set of 15 drugs that are subject to price negotiation, although the Medicare drug price negotiation program is currently
subject to legal challenges. The IRA permits the Secretary of the Department of Health and Human Services to implement many of these provisions
through guidance, as opposed to regulation, for the initial years. HHS has and will continue to issue and update guidance as these programs
are implemented. For that and other reasons, it is currently unclear how the IRA will be effectuated, or the impact of the IRA on our
business. We expect that additional U.S. federal healthcare reform measures will be adopted in the future, any of which could limit the
amounts that the U.S. federal government will pay for healthcare products and services, which could result in reduced demand for our products
or additional pricing pressures.
More recently, the One Big Beautiful Bill Act, which was enacted in July 2025, imposes
significant reductions in the funding of the Medicaid program. Such reductions are expected to decrease the number of persons enrolled
in Medicaid and reduce the services covered by Medicaid, which could adversely affect our sales of any product candidate that we commercialize.
The current Presidential administration is pursuing a two-fold
strategy to reduce drug costs in the U.S. While it is unclear whether and how such policies will be implemented, the proposed policies
are likely to have a negative impact on the pharmaceutical industry and on our ability to receive adequate revenues for our products and
product candidates, if approved. As part of this strategy, President Trump has proposed imposing significant tariffs on pharmaceutical
manufacturers that do not adopt pricing policies such as most favored nation pricing, which would tie the price for drugs in the U.S.
to the lowest price in a group of other countries. In response, multiple manufacturers have reportedly entered into confidential pricing
agreements with the federal government. In addition, the Trump administration is pursuing traditional regulatory pathways to impose drug
pricing policies, and published two proposed regulations in December 2025, referred to as Globe and Guard. If finalized, these regulations
would implement mandatory payment models under which manufacturers of eligible drugs would be required to pay rebates to the federal government
on a portion of the units of their drugs that are reimbursed by Medicare, with the rebate amount based on most favored nation pricing.
While the impact of the Globe and Guard proposed regulations, if finalized, cannot yet be determined, it is likely to be significant.
Even regulatory proposals or executive actions that are ultimately deemed unlawful could negatively impact the U.S. pharmaceutical sector
and our business. In addition, pharmaceutical pricing and marketing has long been the subject of considerable discussion in Congress
and among policymakers, and it is possible that Congress could enact additional laws that negatively affect the pharmaceutical industry.
At the state level, legislatures have increasingly passed legislation
and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement
constraints, discounts, restrictions on certain product access, marketing cost disclosure, drug price reporting and transparency measures,
and, in some cases, designed to encourage importation from other countries and bulk purchasing. Some states have enacted legislation creating
so-called prescription drug affordability boards, which ultimately may attempt to impose price limits on certain drugs in these states.
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Healthcare Law and Regulation
Healthcare providers, physicians and third-party payors play a
primary role in the recommendation and prescription of drug products that are granted marketing authorization. Arrangements with healthcare
providers, third-party payors and other customers are subject to broadly applicable fraud and abuse and other healthcare laws and regulations.
Such restrictions under applicable federal, state and foreign healthcare laws and regulations, include the following:
• the federal healthcare Anti-Kickback Statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of this statute or specific intent to violate it in order to have committed a violation;
• the federal False Claims Act imposes civil penalties, and provides for civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;
• HIPAA, imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;
• the federal false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services;
• the federal physician payment transparency requirements under the Affordable Care Act require certain manufacturers of drugs, devices and medical supplies to report to Centers for Medicare & Medicaid Services information related to payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain other non-physician practitioners such as physician assistants and nurse practitioners, and teaching hospitals and physician ownership and investment interests;
• analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers.
Violations of any of these laws or any other governmental laws
and regulations that may apply include, without limitation, significant civil, criminal and administrative penalties, damages, fines,
imprisonment, exclusion of products from government funded healthcare programs, such as Medicare and Medicaid, disgorgement, contractual
damages, reputational harm, diminished profits and the curtailment or restructuring of our operations.
Some state laws require pharmaceutical companies to comply with
the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government
in addition to requiring drug manufacturers to report information related to payments to physicians and other health care providers or
marketing expenditures. Additionally, certain state and local laws require the registration of pharmaceutical sales representatives.
Environmental, Health and Safety Matters
We are subject to extensive environmental, health and safety laws
and regulations in a number of jurisdictions, primarily Israel, governing, among other things: the use, storage, registration, handling,
emission and disposal of chemicals, waste materials and sewage; chemicals, air, water and ground contamination; air emissions and the
cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals,
waste materials and sewage. Our operations at our Yavne manufacturing facility use chemicals and produce waste materials and sewage. Our
activities require permits from various governmental authorities including, local municipal authorities, the Ministry of Environmental
Protection and the Ministry of Health. The Ministry of Environmental Protection and the Ministry of Health, local authorities and the
municipal water and sewage company conduct periodic inspections in order to review and ensure our compliance with the various regulations.
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These laws, regulations and permits could potentially require the
expenditure by us of significant amounts for compliance or remediation. If we fail to comply with such laws, regulations or permits, we
may be subject to fines and other civil, administrative or criminal sanctions, including the revocation of permits and licenses necessary
to continue our business activities. In addition, we may be required to pay damages or civil judgments in respect of third-party claims,
including those relating to personal injury (including exposure to hazardous substances we use, store, handle, transport, manufacture
or dispose of), property damage or contribution claims. Some environmental, health and safety laws allow for strict, joint and several
liability for remediation costs, regardless of comparative fault. We may be identified as a responsible party under such laws. Such developments
could have a material adverse effect on our business, financial condition and results of operations.
In addition, laws and regulations relating to environmental, health
and safety matters are often subject to change. In the event of any changes or new laws or regulations, we could be subject to new compliance
measures or to penalties for activities which were previously permitted. For instance, new Israeli regulations were promulgated in 2012
relating to the discharge of industrial sewage into the sewer system. These regulations establish new and potentially significant fines
for discharging forbidden or irregular sewage into the sewage system.
Properties
Our principal executive offices are located at 42 Hayarkon Street,
Yavne 8122745, Israel. We have leased these facilities from a third party. The lease agreement will expire in 2035, with an option for
a further three year extension until 2038. The facilities consist of approximately 32,300 square feet of space, and the yearly lease fee
is approximately $720,000. These facilities house our administrative headquarters, our research and development laboratories and our manufacturing
plant for our products.
In July 2023, we entered into a turnkey scale-up agreement with
Biopharmax Group Ltd. to bolster our manufacturing infrastructure and support our long-term growth trajectory. The objective of this agreement
was to establish, commission, and validate a cutting-edge, sterile, and GMP-compliant manufacturing facility. The venture aimed to increase
our production capacity significantly, and has expanded to six times the capacity, aligning with our strategic plan to meet the escalating
global demand for NexoBrid. The new facility, located in Yavne, Israel, equipped with fully operational clean rooms, is exclusively designed
for NexoBrid production. It complies with stringent regulations from the GMP, FDA, EMA, Israeli Ministry of Health, and relevant Israeli
regulatory bodies. An estimated $13.1 million is invested in the project. During 2024 we completed the construction of the expended NexoBrid
manufacturing facility and completed commissioning in 2025, commissioning of the expanded NexoBrid manufacturing facility was successfully
completed. Commercial availability will depend on securing the necessary regulatory approvals.
We leased approximately 4,000 square feet of additional office
space in Gan Rave, Israel, pursuant to a two-year lease agreement that commenced on January 1, 2024 and was expired effective March 31,
2025. The annual rent under the lease was approximately $120,000, the majority of which was reimbursed by DoW.
In May 2025, we entered into a new lease agreement for approximately
10,800 square feet of office and laboratory space in Gan Rave, Israel. The lease has a five-year term and includes options to extend for
an additional two years. Annual rent under the new lease is approximately $210,000, subject to adjustment based on changes in the Israeli
Consumer Price Index. The leased premises are intended to support the continued growth and expansion of our operations. In addition, In
September 2025, we entered into a new lease agreement for approximately 2,000 square feet of storage in Yavne, Israel, close to the main
office. The agreement is for two years with options for an additional two years. The additional leased area is needed to support the Company
in extending its activity. The annual fee for this agreement is approximately $30,000 linked to the index.
C. Organizational Structure
The legal name of our company is MediWound Ltd. and we are organized
under the laws of the State of Israel. Our corporate structure consists of MediWound Ltd., our Israeli parent company, and the following
subsidiaries: (i) MediWound Germany GmbH, our active wholly-owned subsidiary, which was incorporated on April 16, 2013 under the laws
of the Federal Republic of Germany (ii) MediWound US, Inc., a wholly-owned subsidiary, which was incorporated on December 8, 2020 under
the laws of the State of Delaware and (iii) MediWound UK Limited, our inactive wholly-owned subsidiary, which was incorporated on July
26, 2004 under the laws of England.
D. Property, Plants and Equipment
See “ITEM 4.B. Business Overview-Properties”, “ITEM
4.B. Business Overview-Manufacturing, Supply and Production” and “ITEM 4.B. Business Overview-Environmental, Health and Safety
Matters”.
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