Contract
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
Exhibit 10.36
AMENDMENT #1 – SUPPLY AGREEMENT
BETWEEN:
DYNAVAX TECHNOLOGIES CORPORATION, a company established pursuant to the laws of Delaware, with its registered office at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx 00000, (“Buyer”)
AND
XXXXXX, XXXXXXXXX AND COMPANY, a corporation organized under the laws of New Jersey, with a place of business at 0 Xxxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxx Xxxxxx 00000-0000 (“BD”)
BACKGROUND
(A) BD and Buyer are parties to a Supply Agreement dated April 1, 2021 (the “Agreement”).
(B) The parties now wish to extend and amend the Agreement as set out below in this agreement (“Amendment #1”).
AGREEMENT
The manufacture, purchase and sale obligations of this Agreement shall be deemed to commence on the Effective Date and shall remain in effect until December 31, 2024 unless terminated earlier in accordance with the provisions of this Agreement. Thereafter, this Agreement shall automatically renew for a maximum of two successive one (1) year terms unless either Party gives written notice to the other Party of its intent not to renew no later than [*] prior to the expiration of the then-current term.
Prices for the Product shall be as set out in Schedule 3 hereof from the Amendment Effective Date until [*]. Thereafter, prices shall be agreed by the Parties in good faith, provided, that BD shall not be required to deliver Product until such prices have been agreed. Such increases will be no more frequent than once per year thereafter and will not represent greater than [*] increase over the immediately prior pricing. In the event of a raw material price increase, the Parties shall meet to discuss in good faith any required price change. In addition, BD may increase prices in the event (i) the cost of manufacturing and supplying the Product
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(including the costs of raw materials included therein) has increased, (ii) changes are made to the Specifications of the Product, or (iii) other regulatory or legislative changes or other unforeseen economic, legal or competitive factors affecting BD. If the Parties are unable to agree on price changes as per this Section 4.3 within 60 days after BD first gives notice of a requested price change, each Party is entitled to terminate this Agreement with [*] written notice to the other. All purchase orders shall specify the applicable prices for Product then in effect pursuant to this Agreement.
Acknowledged and Agreed by:
BECTON, XXXXXXXXX AND COMPANY |
DYNAVAX TECHNOLOGIES CORPORATION |
By: /s/ Xxx Xxxxx Signature Ben Hayes Printed Name Vice President of Sales, North America Title 28-Sep-2022 Date |
By: /s/ Xxxxx Xxxxxx Signature David Novack Printed Name President and COO Title 28-Sep-2022 | 07:25 PDT Date |
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[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
ANNEX – NEW SCHEDULE 3
PRODUCT; SPECIFICATIONS; PRICES; LEAD TIMES
|
BD Product/Description |
Cat# |
Standard Lead |
1 |
HYPAK SCF1ML XX XXXX X0000/00 |
47578226 |
[*] |
2 |
HYPAK PR1.5ML PP |
47325919 |
[*] |
3 |
BACKSTOP1-3ML PP CLEAR |
47094906 |
[*] |
PRODUCT LIST
SKU |
Description |
|
|
|
|
|
|
[*] Price/1000 units for |
[*] Price/1000 units for |
[*] Price/1000 units for |
[*] Price/1000 units for |
47578226 |
HYPAK SCF1ML RF PRTCW7025/65 DHB PPL HFV |
[*] |
[*] |
[*] |
[*] |
47325919 |
HYPAK PR1.5ML PP |
[*] |
[*] |
[*] |
[*] |
47094906 |
BACKSTOP1-3ML PP CLEAR |
[*] |
[*] |
[*] |
[*] |
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[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.