AMENDMENT No. 8 TO the AGREEMENT dated 21 December 2012 between LONZA SALES AG and NEXVET BIOPHARMA PTY LTD

Confidential  

EXHIBIT 10.6

AMENDMENT No. 8

TO

the AGREEMENT

dated 21 December 2012

between

LONZA SALES AG

and

NEXVET BIOPHARMA PTY LTD

Schedule 2

Stage 7C ***

Schedule 3

Price and Payment

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Confidential

THIS AMENDMENT is made the 10th day of October 2014

BETWEEN

1. LONZA SALES AG, of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (“Lonza”) and

2. NEXVET BIOPHARMA PTY LTD, of ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (“Customer”).

WHEREAS

A. Customer and Lonza entered into an agreement dated 21 December 2012 referring to NV-01, (the “Agreement”), under which Lonza is required to perform Services relating to the Cell line and Product described.

B. Customer would like Lonza to carry out additional activities under the Agreement.

C. Lonza is prepared to perform the additional activities.

Confidential

NOW THEREFORE it is agreed hereby by the parties to amend the Agreement and perform additional services as follows:

1. Schedule 2 of the Agreement shall be amended to add Stage 7C in their entirety as follows.

SCHEDULE 2

***

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Confidential

2. Schedule 3 of the Agreement shall be amended by the addition of the following provisions in respect of the additional Stages contained in this Amendment No. 8:

SCHEDULE 3

PRICE AND TERMS OF PAYMENT

1. Price

In consideration for Lonza performing the Services as detailed in Schedule 2 Customer shall pay Lonza as follows:

Stage				Price (UK £ Sterling) (1) ***
7C		Material Supply
		***		£		***
		***		£		***

Notes:

(1) As described in Clause 4- “Delivery, Transportation of Product and Customer Tests” of the Agreement, additional costs and expenses incurred by Lonza in arranging insurance and transportation in order to ship samples, Product, and Cell Line shall be charged to Customer in addition to the price.

(2) The price will depend upon the number of assays required. This will only be determined during the optimisation work. This will be discussed and agreed between Lonza and the Customer during the work.

2. Payment

Payment by Customer of the Price for each Stage shall be made against Lonza’s invoices as follows:

2.1 For ▇▇▇▇▇ ▇▇

***% of material supply price on commencement of the substage

***% of material supply price on completion of purification

***% of QC Testing Price on issue of CoT

*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Confidential

3. Save as herein provided all other terms and conditions of the Agreement shall remain in full force and effect.

AS WITNESS WHEREOF the parties have caused this Amendment No. 8 to be executed by their representatives thereunto duly authorised as of the day and year first written.

NEXVET BIOPHARMA PTY LTD		LONZA SALES AG
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇		Signature: /s/ ▇. ▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇		Printed Name: ▇▇▇▇▇▇▇
Title: CSO		Title: Dir. Mrg. Serv.
		Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		Printed Name:		▇▇▇▇▇ ▇▇▇▇▇▇
		Title:		Senior Legal Counsel