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    1290 AVENUE OF THE AMERICAS

NEW YORK, NY 10104-0050

TELEPHONE: 212.468.8000

FACSIMILE: 212.468.7900

WWW.MOFO.COM

    morrison & foerster llp

new york, san francisco,

los angeles, palo alto,

san diego, washington, d.c.

northern virginia, denver,

sacramento, walnut creek

tokyo, london, brussels,

beijing, shanghai, hong kong

    Writer’s Direct Contact

    212.468.8163

    JTanenbaum@mofo.com

October 12, 2010

Mr. Jeffery Riedler

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    Protalix BioTherapeutics, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2009

    Filed February 26, 2010

    File No. 001-33357

Ladies and Gentlemen:

     On behalf of our client, Protalix BioTherapeutics, Inc., a Florida corporation (the
“Company”), transmitted herewith are responses to the Staff’s comments to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2009 (the “2009 Form 10-K”), which
comments were set forth in the Staff’s letter dated September 22, 2010 (the “Comment Letter”) to
David Aviezer, Ph.D., the Company’s Chief Executive Officer. For purposes of reference, the
Company, formerly named “Orthodontix, Inc.,” acquired Protalix Ltd. on December 31, 2006 through a
reverse merger and Protalix Ltd. is currently the Company’s wholly-owned subsidiary. The Company
subsequently changed its name to “Protalix BioTherapeutics, Inc.” Prior to the merger, the Company
had no disclosure obligations with respect to Protalix Ltd. References to the Company in this
response letter include the Company and Protalix Ltd., unless stated otherwise. For ease of
reference, we have noted the Staff’s comments in bold faced type and the responses in regular type.

Item 1. Business

Other Drug Candidates in Our Pipeline, page 14

    1.

    Please provide us with draft disclosure for an amendment to your annual report that provides
additional information about your agreement with Yissum Research and Development Company and
the Boyce Thompson Institute, Inc., which includes the term of the agreement, its termination
provisions, the aggregate potential milestone payments, the amount of the license maintenance
fee, and an indication of the royalty percentage, e.g., “single-digits,” “teens,” “twenties,”
etc.

       Response: In response to this comment, the Company proposes that it provide
disclosure substantially in the form set forth on Exhibit A in future filings, as
applicable. The Company respectfully notes that the amount of the license maintenance fee under
the Research and License Agreement made on August 8, 2007, by and between Yissum Research
Development Company of Jerusalem (“Yissum”), the Boyce Thompson Institute (“Boyce”) and Protalix
Ltd. (the “Yissum Agreement”) is the subject of a confidential treatment request granted by the
Staff on December 3, 2007.

    2.

    Please explain each party’s obligations with respect to the collaborative research program in
the laboratory of Professor Hermona Soreq.

       Response: The Company has no material obligations with respect to the laboratory of
Professor Hermona Soreq. Rather, the Company’s obligations are to Yissum and Boyce under the
Yissum Agreement, as described in the 2009 Form 10-K and as discussed in the Company’s answer to
Comment No. 1. Professor Soreq is currently the researcher under the Yissum Agreement. The
Company does not know what obligations Yissum and Boyce have to Professor Soreq’s laboratory.
Further, the Company is not required to disclose the obligations of Yissum and Boyce in its public
disclosure.

Strategic Collaborations, page 16

    3.

    With respect to your agreement with Weizmann Institute of Science, please provide us with
draft disclosure for an amendment to your annual report that includes the term and termination
provisions, the aggregate potential milestone payments, the
amount of the research budget amount, and an indication of the range of royalty payments to
be made, e.g., “single-digits,” “teens,” “twenties,” etc.

       Response: In response to this comment, the Company proposes that it provide
disclosure substantially in the form set forth on Exhibit B in future filings, as
applicable. The Company respectfully notes that the amount of the research budget under the
agreement is the subject of a confidential treatment request granted by the Staff on January 18,
2008.

Intellectual Property, page 17

    4.

    Please indicate not only that your patents relate to your ProCellEx protein expression system
but also the individual products they relate to. Additionally, disclose when the patents
expire.

       Response: In response to this comment, the Company proposes that it provide
disclosure substantially in the form set forth on Exhibit C in future filings, as
applicable.

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    5.

    Please indicate the product or products that are dependent on the jointly held patent and the
licensed patent rights and identify the joint holder and licensees. If the licensing
agreements have not been filed, please provide your analysis supporting your determination
that you are not required to file them as exhibits.

       Response: The jointly held patent relates to a new splice variant of human
follicle-stimulating hormone, or FSH. The Company is not proceeding with its FSH project at this
time. Accordingly, the license agreement relating to the joint patent is not material to the
Company. The other licensed patents and patent applications were licensed to the Company from
Yissum, Virginia Tech Intellectual Properties, Inc. (“VTIP”), Yeda and Icon. All of the applicable
agreements have been filed by the Company other than its agreement with VTIP. In response to this
comment, the Company has decided to file the agreement with VTIP as an exhibit to its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2010.

    6.

    Please provide us with draft disclosure for an amendment to your annual report that provides
additional information about your agreement with Icon Genetics AG, such as the term of the
agreement, its termination provisions, the aggregate potential milestone payments you are
required to make and an indication of the royalty range, e.g., “single-digits,” “teens,”
“twenties,” etc. Additionally, indicate which product candidates are dependent on this
agreement and provide an analysis supporting your determination that you are not required to
file the agreement as an exhibit.

       Response: Protalix has entered into two agreements with Icon Genetics AG (“Icon”).
The first is a Collaborative Research Agreement dated April 30, 2004 (the “Research Agreement”) and
the second is the Research and License Agreement between Yeda Research and Development Company
Limited and Protalix Ltd. dated as of March 15, 2006 (the “License Agreement”). The Research
Agreement is no longer in effect and neither the Company nor Icon has any continuing material
obligations under the Research Agreement. The only material obligation to survive the expiration
of the Research Agreement was an option by Protalix Ltd. to license the know-how, data, information
and inventions developed under the Research
Agreement to the extent the foregoing relates to plant cell cultures. Protalix Ltd. exercised
this right by entering into the License Agreement. Upon the execution of the License Agreement,
the Research Agreement ceased to be material to the Company. Consequently, the Company has not
filed the Research Agreement as an exhibit to any of its filings under the Securities Exchange Act
of 1934. In response to this comment, the Company proposes that it provide disclosure
substantially in the form set forth on Exhibit D in future filings with respect to the
License Agreement, as applicable. The Company respectfully notes that the amount of the license
maintenance fee under the License Agreement is the subject of a confidential treatment request
granted by the Staff on January 18, 2008.

Item 10. Directors, Executive Officers and Corporate Governance, page 62

General

    7.

    Please, provide us with draft disclosure for an amendment to your annual report
that states for each incumbent director and director nominee the particular

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    experience,
qualifications, attributes or skills that led your Board of Directors to conclude that these
individuals should serve as your directors. We refer you to Item 401(e) of Regulation S-K.

       Response: The Company provided disclosure regarding the particular experience,
qualifications, attributes or skills of each incumbent director and director nominee that led the
Company’s Board of Directors to conclude that these individuals should serve as the Company’s
directors as required under Item 401(e) of Regulation S-K. The Company intends to include
substantially similar disclosure in its future Annual Reports on Form 10-K and its proxy
statements, to the extent required by such filings.

Item 11. Executive Compensation

Compensation Discussion and Analysis, page 65

    8.

    We note your statement that the Compensation Committee evaluates individual executive
performance with a goal of setting compensation levels the committee believes are comparable
with executives in other companies of similar size and stage of development operating in your
industry. From this disclosure, it appears that you engage in benchmarking activities.
Please provide draft disclosure identifying the peer companies that you use for benchmarking
purposes.

       Response: The Company’s Compensation Committee does not engage in benchmarking
activities as contemplated in Item 402(b) of Regulation S-K. Rather, the Compensation Committee
reviews the executive compensation practices of other companies of similar size and stage of
development operating in its industry for comparative purposes to ensure that its compensation
decisions are not inconsistent with the practices of its peer companies. In response to this
comment, the Company proposes that it provide disclosure substantially in the form set forth on
Exhibit E in future filings, as applicable, in response to this comment.

    9.

    Please provide us with draft disclosure for an amendment to your annual report that includes
the following:

•     The individual and corporate performance objectives applicable to each named
executive officer and used to determine their annual bonuses and how each objective was
weighted, if applicable. To the extent that any of the performance objectives were
quantitative, your disclosure should also be quantitative;

•     The threshold, target, and maximum levels of achievement of each performance
measure, if applicable;

•     The intended relationship between the level of achievement of corporate and
individual performance objectives and the amount of bonus to be awarded;

•     The evaluation by the Committee of the level of achievement by each named executive
officer of the corporate and individual performance objectives applicable to them; and

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•       Any other factors that were considered by the Committee that modified the actual
cash bonuses awarded.

       Response: In response to this comment, the Company proposes that it provide
disclosure in the format set forth on Exhibit F in future filings, as applicable.

    10.

    Your Summary Compensation Table includes a dollar value for option awards you granted to your
named executive officers in fiscal year 2009 but your Grants of Plan-Based Awards table
displays no awards made in the last fiscal year and your narrative disclosure concerning
options on page 66 omits any mention of option grants made last year. Please reconcile this
discrepancy in your disclosure.

       Response: The lack of disclosure in the Grants of Plan-Based Awards table for fiscal
year 2009 was the result of an error. The corrected table is included in the Grants of Plan-Based
Awards table set forth in the Company’s proxy statement filed by the Company on October 4, 2010 in
connection with the Company’s annual meeting of shareholders to be held on November 7, 2010.

    11.

    We note that you have not included any disclosure in response to Item 402(s) of Regulation
S-K. Please advise us of the basis for your conclusion that disclosure is not necessary and
describe the process you undertook to reach that conclusion.

       Response: The Company does not believe that its employee compensation policies and
practices are reasonably likely to have a material adverse effect on the Company. The Company’s
employees, and hence the Company’s compensation structure, is not allocated among different
business units. Accordingly, there is no risk that the Company’s compensation structure will
create risks among business units. In addition, although the Company has, from time to time,
granted cash bonuses to certain employees in connection with the Company’s achievement of
designated regulatory or clinical milestones, most of the bonuses paid by the Company are paid
after the year end. Last, the Company’s Compensation Committee decisions are generally made on an
annual basis after a review of financial and other developments by the Company limiting the risk
that a compensation decision would have a material adverse effect on
the Company. For the foregoing reasons, the Company does not believe that it has any risks to
disclose under Item 402(s) of Regulation S-K.

General

    12.

    You state in your list of exhibits that Exhibits 10.6, 10.7, and 10.8, which are incorporated
by reference to your current report on Form 8-K filed on September 20, 2007, have been granted
confidential treatment under Rule 24b-2 of the Exchange Act. A search of our records does not
reflect an application for confidential treatment with respect to these exhibits being
received from you. Please provide us with a copy of the confidential treatment application
you submitted after these agreements were filed.

       Response: On January 8, 2007, the Company submitted a confidential treatment request
for Exhibits 10.6, 10.7 and 10.8 which are incorporated by reference to the 2009 Form 10-K.

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The
Company submitted an amended confidential treatment request for the same exhibits on August 22,
2007. The SEC granted the Company’s confidential treatment in an order dated January 18, 2008.
The Company has faxed a copy of the order granting confidential
treatment for those exhibits to the SEC separately.

* * *

Please call the undersigned at the telephone number set forth above or Joseph Magnas at
212-336-4170 with any question or comment you may have regarding the responses set forth herein.
In addition, please send all written correspondence directly to the undersigned and Joseph Magnas
of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104, telecopy
212-468-7900, with copies to David Aviezer, Ph.D., the Company’s President and Chief Executive
Officer, at 2 Snunit Street, Science Park, P.O.B. 455, Carmiel 20100, Israel, telecopy
+972-4-988-9489.

Sincerely,

/s/ James R. Tanenbaum

cc:    David Aviezer, Ph.D.

           Yossi Maimon

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     Exhibit A

     In August 2007, Protalix Ltd. licensed the rights to certain technology under a research
and license agreement with Yissum Research and Development Company, or Yissum, and the Boyce
Thompson Institute, Inc., or Boyce Thompson. Pursuant to the agreement, we are developing a
proprietary plant cell-based acetylcholinesterase (AChE) and its molecular variants for the use in
several therapeutic and prophylactic indications, as well as in a biodefense program and an
organophosphate-based pesticide treatment program. Under the terms of the agreement, Yissum and
Boyce Thompson granted us an exclusive, worldwide right and license to certain technology,
including patents and certain patent applications relating to AChE for the therapeutic and
prophylactic indications as well