FIRST AMENDMENT TO THE TECHNOLOGY LICENSE AGREEMENT
Exhibit 10.23
FIRST AMENDMENT
TO THE
This First Amendment to the Technology License Agreement dated August 23rd, 2010 by and between Xxxxxx Healthcare SA, a Swiss corporation having a principal place of business at Xxxxxxxx, 0000, Xxxxxx, Xxxxxxxxxxx (hereinafter “Baxter”) and Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 0 Xxxxx Xx., Xxxx-Xxxxx, 00000, Xxxxxx (hereinafter “Kamada”) (the “Agreement”) is entered into as of this 14th day of May, 2013 (the “Effective Date”). Baxter and Xxxxxx shall collectively be referred to as the “Parties”.
RECITALS
WHEREAS, the Parties desire to enter into an amendment to the Agreement in order to amend the 3rd Milestone, as described hereunder and set applicable payment schedule in connection thereto (hereinafter the "First Amendment").
Now therefore, it is hereby agreed as follows:
1. | The Milestone Table set forth in Section 5.3 of the Agreement shall be replaced with the following table: |
Milestone | Milestone
Payment (USD) | |||
Hand-over of [*****]. | $ | 5,000,000 | ||
[*****] | $ | 5,000,000 | ||
Completion of transfer by [*****] | $ | 4,500,000 | ||
[*****] | [*****] |
2. | The Technology Sharing Plan, which is incorporated into the Agreement as Exhibit 1.67, shall be amended to reflect the amendment described in Section 1 above. |
3. | The Parties acknowledge and agree that the 3rd Milestone has been fully achieved prior to the Effective Date. Despite the payment schedule described in Section 5.3, the Parties agree that payment in connection with achievement of the 3rd Milestone will be made no later than [*****], 2013. |
[*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.
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4. | The Parties acknowledge and agree that payment for the first two (2) Milestones described in Section 5.3 has been completed in its entirety. |
5. | All provisions of the Agreement which are not expressly amended by the terms of this First Amendment shall remain in effect and without change. |
IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their duly authorized representatives.
XXXXXX HEALTHCARE XX | XXXXXX LTD. | |||
By: | /s/ Xxxxx Xxxxxxx | By: | /s/ Xxxxx Xxxx | |
Name: | Xxxxx Xxxxxxx | Name: | Xxxxx Xxxx | |
Title: | VP - EMEA Bioscience Mktg. | Title: | Chief Executive Officer | |
Date: | 10.05.2013 | Date: | 14/5/13 | |
By: | /s/ Xxx Xxxxx | By: | /s/ Gil Efron | |
Name: | Xxx Xxxxx | Name: | Gil Efron | |
Title: | Director, Finance Xxxxxx Healthcare SA | Title: | Chief Financial Officer | |
Date: | Date: | 14/5/13 |
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