AMENDMENT NO. 3 to the PRODUCT SUPPLY AGREEMENT
Exhibit
10.20
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CONFIDENTIAL MATERIALS OMITTED
AND FILED SEPERATLY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISK DENOTE
OMISSIONS.
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Talecris
BIOTHERAPEUTICS
AMENDMENT
NO. 3 to the
This
Amendment No. 3 (the "Amendment"), is entered into by and between Talecris
Biotherapeutics, Inc., headquartered at 79 X.X. Xxxxxxxxx Drive, 4101 Research
Commons, X.X. Xxx 000000, Xxxxxxxx Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000
("Talecris") and Emergent Product Development Gaithersburg Inc. with an address
of 000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000 ("Emergent" collectively, with
Talecris, the "Parties," and each individually, a "Party"). All terms not
defined herein shall have the meaning set forth in the Master Agreement (as
defined below).
WHEREAS,
the Parties entered into that certain Product Supply Agreement, effective as of
June 12, 2006 (the "Original Agreement");
WHEREAS,
the Parties entered into certain Amendments to the Original Agreement (Amendment
No. 1 effective as of December 19, 2006 and Amendment No. 2 effective as of June
25, 2007) (the Original Agreement, as amended by Amendment Nos. 1 and 2, the
“Agreement”);
WHEREAS
the Parties desire to amend and the Agreement for the purpose of amending
Exhibit L; and
WHEREAS,
except as specifically modified herein, the Agreement, as amended by this
Amendment, shall remain in full force and effect.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, the Parties hereto agree as follows:
1. Effective Date. The
effective date of this Amendment Xx. 0 xxxxx xx Xxxxxx 00, 0000 (xxx “Effective
Date”).
2. Amendment of Exhibit L of
the Agreement (Term). As of the Effective Date, Exhibit L1 attached to
Amendment No. 3 will be added to Exhibit L of the Agreement.
3. Applicable Law. This
Amendment No. 3, and the amended Agreement, shall be governed by the laws of the
State of New York, without regard to any conflicts of law
principles.
4. Counterparts. This
Amendment No. 3 may be executed in any number of counterparts, each of which
shall be an original, but all of which, when taken together, shall constitute
one and the same instrument.
IN
WITNESS WHEREOF, the Parties have executed this Amendment No. 3 as of the
Effective Date.
TALECRIS
BIOTHERAPEUTICS,
INC. EMERGENT
PRODUCT DEVELOPMENT
GAITHERSBURG INC
By: /s/ Xxxx X.
Xxxx By: /s/ X X
Xxxxxxxx
Name: Xxxx
X.
Xxxx Name: Xxxxxxx
Xxxxxxxx
Title: SVP
Operations
Title: President
Exhibit
L1
Payment Schedule for Amended Stability Program to include Stability testing
specifically for the Fraction II + III Paste an dthe Sterile Filling Bulk
Purpose: Emergent has requested a greater amount of stability
testing than is stated in teh original contract. The original contract provided
no provisions for the stability studies listed below.
The stability protocol is attached.
Pricing: Total of $[**] to implement and complete the
attached stability protocol.
Invoicing: The total payment of $[**]should be made in three equal
payments when the respective reports are issued. Each payment with be for
$[**].
A. 90 day
final report on sterile filling bulk stability
B. 12
month interim report on II + III Paste stability
C. 24
month final report on II + III Paste stability
Payment of each invoice will be due 30 days after
invoicing.
