Contract
Exhibit 10.3.1
Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]
SECOND AMENDMENT TO PLASMA PURCHASE AGREEMENT
This Second Amendment to the Plasma Purchase Agreement (this “Amendment #2”) by and between Biotest Pharmaceuticals Corporation, a Delaware corporation, having a place of business at 0000 Xxxx xx Xxxxxxxx Xxxxxxxxx XX, Xxxx Xxxxx, Xxxxxxx 00000 (“BPC”) and ADMA Biologics, Inc., a Delaware corporation, having a place of business at 000 Xxxxx 00 Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 (“ADMA”) is effective as of December 18, 2015 (“Effective Date”).
WHEREAS, BPC and ADMA are Parties to that certain Plasma Purchase Agreement, effective November 17, 2011, as previously amended (collectively, the “Agreement”); and
WHEREAS, BPC and ADMA desire to amend the Agreement in order to memorialize the amendment of certain provisions;
NOW, THEREFORE, in consideration of the respective promises contained herein and other valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:
Amendment:
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1.
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The second paragraph of Section A(2)(b) of the Agreement is hereby deleted in its entirety and replaced with the following:
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During the term of this Agreement and subject to the terms of this Agreement, ADMA acknowledges and agrees that BPC is its [***] provider of [***] Plasma. ADMA agrees to purchase [***] in accordance with the provided forecast, as defined in Section B(3) of the Agreement. BPC agrees to allow ADMA to collect, source and purchase [***] Plasma from other third party providers as long as ADMA continues to purchase [***] of [***] Plasma which BPC is able to produce [***] in accordance with the terms defined in Section B(3) of the Agreement. BPC agrees to allow ADMA the right to collect from any number of ADMA owned, operated or affiliated centers as long as ADMA continues to purchase [***] of [***] Plasma produced by BPC [***] in accordance with the terms defined in Section B(3) of the Agreement.
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2.
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Section A(3) of the Agreement is hereby amended by changing the address of ADMA for invoicing purposes as follows:
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Invoices:
Accounts Payable
000 Xxxxx 00 Xxxxx
Xxxxxx, XX 00000
Fax: 000-000-0000
Page 1 of 3
ADMA Initials AG
BPC Initials IC
Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]
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3.
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Section I of the Agreement is hereby amended by changing the address of ADMA for notice purposes as follows:
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To ADMA:
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Mr. Xxxx Xxxxxxxx
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Chief Executive Officer
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000 Xxxxx 00 Xxxxx
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Xxxxxx, XX 00000
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With copy to:
General Counsel
000 Xxxxx 00 Xxxxx
Xxxxxx, XX 00000
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4.
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Exhibit A, as referenced in Section A(4) of the Agreement is hereby deleted and replaced in its entirety with a revised Exhibit A, attached hereto.
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Miscellaneous:
Except as expressly provided herein, all terms and conditions set forth in the Agreement remain unchanged and continue in full force and effect. This Amendment #2 shall govern in the event of any conflict between this Amendment #2 and the Agreement. It is agreed by the Parties that all references to the Agreement hereafter made by them in any document or instrument delivered pursuant to or in connection with the Agreement shall be deemed to refer to the Agreement as amended hereby.
This Amendment #2 and the Agreement embody the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the subject matter.
This Amendment #2 may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same single document, and any such counterpart containing an electronically scanned or facsimile signature will have the same effect as original manual signatures.
The Parties agree that they and their employees shall execute all documents and do all other things necessary to carry out the intent to implement the provisions of this Amendment #2.
IN WITNESS WHEREOF, the Parties hereby have caused this Amendment #2 to the Agreement to be executed and the persons signing below warrant that they are duly authorized to sign for and on behalf of their respective Parties.
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Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]
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By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
Date: December 18, 2015
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Biotest Pharmaceuticals Corporation
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: VP, Plasma Operations & Logistics
Date: December 18, 2015
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Page 3 of 3
Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]
Exhibit A
Biotest Plasma Center # 085
000 Xxxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000
PH: 706-354-3898 FX: 000-000-0000
Biotest Plasma Center # 038
0000 Xxxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000
PH: 706-798-3061 FX: 000-000-0000
Biotest Xxxxxx Xxxxxx # 000
Xxxx Xxxxxx
0000 Xxxxxxxx Xxxx., Xxxxxxx Xxxx, Xxxxxxxxxxxx 00000
PH: 570-383-5341 FX: 000-000-0000
Biotest Xxxxxx Xxxxxx # 000
Xxxxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000
PH: 239-332-0500 FX: 000-000-0000
Biotest Plasma Center # 004
0000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000
PH: 352-378-9431 FX: 000-000-0000
Biotest Plasma Center # 008
000 X. Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxx 00000
PH: 319-341-8000 FX: 000-000-0000
Biotest Plasma Center # 028
0000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
PH: 910-353-4888 FX: 000-000-0000
Biotest Plasma Center # 033
000 X. 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000
PH: 402-474-2335 FX: 000-000-0000
Biotest Plasma Center # 089
0000 Xxxx Xxxxxxxxxx Xx., Xxxxxxxxx, XX 00000
PH: 321-255-7466 FX: 000-000-0000
Biotest Plasma Center # 086
0000 Xxxxxxxxx Xx. Xxxxx 000, Xxxxxxx, XX 00000
PH: 407-207-1932 FX: 000-000-0000
Biotest Plasma Center # 080
0000 X. Xxxxxxxxxx Xxxxx, #000, Xxxxxxxx Xxxxx, Xxxxxxx 00000
PH: 000-000-0000 FX: 000-000-0000
Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]
Biotest Plasma Center # 087
000 Xxxxxxxx Xxxx Xxx, Xxxxx Xxxx Xxxxx, XX 00000
PH: 561-791-9122 FX: 000-000-0000
Biotest Plasma Center # 601
000 XX Xxxx 000, Xxxxx #000, Xxx Xxxxxxx, Xxxxx 00000
PH: 210-224-1749 FX: 000-000-0000
Biotest Plasma Center # 036
2860 Cerrillos Road Suite. X0, Xxxxx Xx, Xxx Xxxxxx 00000-0000
PH: 505-424-6250 FX: 000-000-0000
Biotest Plasma Center # 088
000 X Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
PH: 229-331-8558 FX: 000-000-0000
Biotest Plasma Center # 045
0000 Xxxxxxxx Xxxxxx, #000, Xxxxxxxxxx, Xxxx 00000
PH: 330-743-1317 FX: 000-000-0000
