Product Supply Agreement
Exhibit
10.21
Talecris
BIOTHERAPEUTICS
Amendment No. 4 to
This
Amendment No. 4 (“Amendment”),
effective as of November 17, 2009 (“Effective
Date”), is entered into by and between Talecris Biotherapeutics,
Inc. (“Talecris”),
with a business address of 79 X.X. Xxxxxxxxx Drive, 4101 Research Commons, X.X.
Xxx 000000, Xxxxxxxx Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000, and Emergent Product Development
Gaithersburg Inc. (“Emergent”),
with a business address of 000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxx
00000. For the purposes of this Amendment, Emergent and Talecris
shall each be deemed a “Party” and
together the “Parties”.
WHEREAS,
the Parties entered into that certain Product Supply Agreement, dated June 12,
2006 (as subsequently amended by the Parties, the “Original
Agreement”); and
WHEREAS,
the “Commercial Term” of the Original Agreement (as defined therein) is
scheduled to begin on January 1, 2010 (pursuant to Section 10.01(b) thereof);
and
WHEREAS,
the parties wish to amend the Original Agreement to delay the commencement of
the Commercial Term in order to allow the Parties to evaluate and discuss
potential paths forward in light of the approaching Commercial
Term;
NOW
THEREFORE, for good and valuable consideration, including the promises set forth
herein, the parties agree as follows:
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1)
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Recitals; Capitalized
Terms; Controlling Effect. The foregoing recitals are
deemed to be true and accurate in all respects and are hereby incorporated
into this Amendment by reference. Capitalized terms used herein
shall have the same meanings ascribed to them in the Original Agreement
unless otherwise expressly defined herein. In the event of any
conflict between the terms of the Original Agreement and the terms of this
Amendment, the terms of this Amendment shall govern and
control. The Original Agreement and this Amendment are
collectively referred to hereinafter as the “Agreement”.
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2)
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Amendment
to Original Agreement.
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a)
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Pre-Commercial
Term: Section 10.1(a) (Pre-Commercial Term) of the Original
Agreement is hereby amended as follows: Delete all instances of “January
1, 2010” and replace them with “March 1,
2010”.
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b)
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Commercial
Term: Section 10.1(b) (Commercial Term) of the Original Agreement
is hereby amended as follows: Delete “January 1, 2010” and replace it with
“March 1, 2010”.
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3)
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Incorporation of Prior
Agreements. The Agreement contains the entire understanding of the
Parties hereto with respect to the subject matter hereof, and no prior or
other written or oral agreement or undertaking pertaining to any such
matter shall be effective for any
purpose.
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4)
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Governing Law.
This Amendment, and any and all matters arising directly or indirectly
herefrom shall be governed by and construed and enforced in accordance
with the laws of the United States and the internal laws of the state of
New York, without regard to conflict of law
principles.
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5)
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Interpretation; Full
Force And Effect; Counterparts. The Amendment shall be construed
reasonably to carry out its intent without presumption against or in favor
of either Party. The Original Agreement shall remain in full force and
effect in accordance with its original terms and provisions, except as
expressly modified by the terms of this Amendment. This
Amendment may be executed by the Parties hereto in one or more
counterparts, all of which shall be valid and binding on the party or
parties executing them and all counterparts shall constitute one and the
same document for all purposes. Each Party represents and
warrants that this Amendment has been duly authorized, executed and
delivered by or on behalf of such
Party.
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IN
WITNESS WHEREOF, Emergent and Talecris have entered into this Amendment as of
the Effective Date.
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Emergent
Product Development
Gaithersburg
Inc.
By: /s/Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
SVP Mfg Ops
Date:
12/3/09
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Talecris
Biotherapeutics, Inc.
By: /s/ Xxxx X. Xxxx
Name: Xxxx
X Xxxx
Title: EVP
Operations
Date: 11/23/09
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