FIFTH AMENDMENT TO PLASMA PURCHASE AGREEMENT
Confidential treatment has been granted with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
FIFTH AMENDMENT TO PLASMA PURCHASE AGREEMENT
This Fifth Amendment to the Plasma Purchase Agreement (this “Amendment #5”) by and between Grifols Worldwide Operations Limited, a corporation having a place of business at Grange Castle Business Park, Grange Castle, Clondalkin, Xxxxxx 00, Xxxxxxx (“Grifols”), as the successor-in-interest to Biotest Pharmaceuticals Corporation, 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 January 1, 2019 (the “Effective Date”).
WHEREAS, BPC and ADMA are parties to that certain Plasma Purchase Agreement, effective as of November 17, 2011 (as amended, restated, supplemented or otherwise modified from time to time,, the “Agreement”), pursuant to which ADMA purchases from BPC source plasma containing antibodies to respiratory syncytial virus (“RSV” or “RSV Plasma”);
WHEREAS, on December 10, 2018, BPC notified ADMA of the assignment of BPC’s rights and obligations under the Agreement pursuant to Section G to Grifols, its affiliate, effective January 1, 2019; and
WHEREAS, BPC and ADMA are parties to that certain Purchase Agreement, dated as of June 6, 2017, pursuant to which, on January 1, 2019, (i) ADMA will transfer ownership of two of its plasma collection facilities located in Norcross, Georgia and Marietta, Georgia (the “Transferred Plasma Collection Facilities”) to BPC, and (ii) ADMA and Grifols, as the successor-in-interest to BPC, have agreed to enter into this Amendment #5 in order to memorialize the modification of certain provisions on the terms contained herein.
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:
1. | Section A.2.d. is hereby deleted and replaced in its entirety as follows: |
“d. Pricing for RSV Plasma for the period after March 31, 2013 will be based on the price previously in effect adjusted in proportion to the percentage increase in the [***] Index, [***], U.S. City Average, All items, Base 1982-84 = 100, published by the United States Department of Labor, Bureau of Labor Statistics (“[***]”) as of the December 31st of the previous calendar year. Notwithstanding the foregoing, solely with respect to the Transferred Plasma Collection Facilities, for a three year period commencing on the Effective Date (the “Purchase Period”), ADMA shall be entitled to purchase RSV Plasma from Grifols from the Transferred Plasma Collection Facilities at a price equal to cost plus five percent (5%) (the “Purchase Period Price”). During the Purchase Period, Grifols shall not charge ADMA an additional amount in excess of the Purchase Period Price as a result of inflation during the Purchase Period.
Page 1 of 2
Confidential treatment has been granted with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
2. | Section I is hereby deleted in part as it relates to Grifols notices and replaced with the following: |
To Grifols: | Xxxxxxx Xxxxxx | |
Chief Financial Officer | ||
Grifols Worldwide Operations Limited | ||
Grange Castle Business Park, Grange Castle | ||
Clondalkin, Xxxxxx 00, Xxxxxxx |
3. | 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. |
4. | All references in the Agreement to “BPC” and “Biotest Pharmaceuticals Corporation” shall hereby be amended to refer to “Grifols” and “Grifols Worldwide Operations Limited”, as successor-in-interest to BPC. |
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 #5 shall govern in the event of any conflict between this Amendment #5 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 #5 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 hereof.
This Amendment #5 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 #5.
IN WITNESS WHEREOF, the parties hereby have caused this Amendment #5 to be executed and the persons signing below warrant that they are duly authorized to sign for and on behalf of their respective parties.
ADMA Biologics, Inc. | Grifols Worldwide Operations Limited | |
By: /s/ Xxxx Xxxxxxxx | By: /s/ Xxxxxxx Xxxxxx | |
Name: Xxxx Xxxxxxxx | Name: Xxxxxxx Xxxxxx | |
Title: President & Chief Executive Officer | Title: Chief Financial Officer |
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Confidential treatment has been granted with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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 Plasma Center #000
000 00xx Xxxxxx Xx Xxxxxxxxx, XX 00000
PH: 000-000-0000 FX: 000-000-0000
Biotest Xxxxxx Xxxxxx #000
000 Xxx Xxxxxxxxxx Xxx., Xxxxx 000-0, Xxxxxxx, XX 00000
PH: 864-633-5023 FX: 000-000-0000
Biotest Plasma Center #000
0000 Xxxx Xxxx Xxxxx, #000 Xxxxxx, XX 00000
PH: 501-499-8698 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 # 080
0000 Xxxx Xxxxxx Xxxxxxxxx, XX 00000
PH: 954-987-6240 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 #000
000 Xxxx Xxxx, Xxxxxxxxxxxx, XX 00000
PH: 910-463-2603 FX: 000-000-0000
Confidential treatment has been granted with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Biotest Xxxxxx Xxxxxx #000
0000 0xx Xxxxxx, Xxxxxxx, XX 00000
PH: 308-624-2634 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, Xxxxxxx 00000
PH: 321-255-7466 FX: 000-000-0000
Biotest Plasma Center # 086
0000 Xxxxxxxxx Xx. Xxxxx 000, Xxxxxxx, Xxxxxxx 00000
PH: 407-207-1932 FX: 000-000-0000
Biotest Plasma Center # 087
000 Xxxxxxxx Xxxx Xxx, Xxxxx Xxxx Xxxxx, Xxxxxxx 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, Xxxxxxx 00000
PH: 229-331-8558 FX: 000-000-0000
Biotest Plasma Center #000
0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
PH: 605-277-1434 FX: 000-000-0000
Biotest Plasma Center # 045
0000 Xxxxxxxx Xxxxxx, #000, Xxxxxxxxxx, Xxxx 00000
PH: 330-743-1317 FX: 000-000-0000
Biotest Plasma Center #101 (formerly ADMA Bio Centers Georgia Inc.)*
0000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxx 000-000 and 210, Xxxxxxxx, Xxxxxxx 00000
PH: 000-000-0000 FX: 000-000-0000
Biotest Plasma Center #102 (formerly ADMA Bio Centers Georgia Inc.)*
0000 Xxxxx Xxxx Xxxx XX, Xxxxxx 000 xxx 000, Xxxxxxxx, Xxxxxxx 00000
PH: 678-504-7333 FX: 000-000-0000
* Not a BPC center by license as of the Effective Date.