EXHIBIT 10.36
AMENDMENT NO. 2
MANUFACTURING AND SUPPLY AGREEMENT
WITNESSETH, THIS AMENDMENT NO. 2 effective as of the date last written
below (the "Amendment") to the Manufacturing and Supply Agreement dated December
22, 1999 (the "Agreement"), by and between Filtertek and HemaSure. The terms of
the Agreement are hereby incorporated by reference into this Amendment. In the
event of any conflict between the terms of the Agreement and the terms of this
Amendment, then the terms of this Amendment shall control.
WHEREAS, on or around April 7, 2000 the American Red Cross temporarily
suspended use of HemaSure's r\LS system, a component of which is defined as the
"Product" in the Agreement; and
WHEREAS, on or around September 26, 2000 HemaSure made a previous
reimbursement payment to Filtertek of Five Hundred Twenty Five Thousand Dollars
($525,000) for the period of April 7, 2000 to September 30, 2000, without any
admission of liability and on a non-precedent basis and without any obligation
to make such payments in the future; and
WHEREAS, HemaSure desires to reimburse Filtertek for certain costs
associated with the Agreement for the period of October 1, 2000 through
December 31, 2000, and to receive certain Product purchase price reductions due
to the availability of manufacturing automation; in each case without HemaSure
admitting that it is under any obligation whatsoever to do so and without
HemaSure committing to any such future reimbursements; and
WHEREAS, Filtertek is willing to accept such reimbursement from HemaSure
and agree to a price reduction on future purchases of Products under the
Agreement subject to all of the terms and conditions of the Agreement and this
Amendment.
NOW THEREFORE, in consideration of these premises and the mutual
agreement herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. On or before December 22, 2000 HemaSure shall pay to Filtertek the amount
of One Hundred Eighty Thousand Dollars ($180,000) as a reimbursement for
a portion of certain periodic and recurring costs incurred by Filtertek
during the period of October 1, 2000 through December 31, 2000 (the
"Reimbursement Payment").
2. The Reimbursement Payment shall not be construed as an admission by
HemaSure that HemaSure has breached any provision of the Agreement or that
HemaSure has any liability or obligation of any kind to make such payment.
Further, the Reimbursement Payment is made on a non-precedent basis and
HemaSure shall not be obligated to make such payments in the future.
3. After the effective date of this Amendment, due to the availability of
manufacturing automation, Filtertek agrees to a price reduction in the
Product Pricing set forth in Attachment B over the next 2,500,000 units
purchased by HemaSure from Filtertek under the Agreement (the "Reduced
Price Units"). The Product Pricing for the Reduced Price Units shall be
$1.65 per unit. Production orders for the Reduced Price Units shall be in
minimum release quantities of 50,000 units. After HemaSure has purchased
from Filtertek all of the Reduced Price Units, then the quantity of the
Reduced Price Units shall be credited to the Actual Annual Purchases for
the appropriate Agreement Year for the purposes of determining Product
Pricing for future purchases in accordance with Attachment B and other
provisions of the Agreement. During the time period when HemaSure is
purchasing the Reduced Price Units, the Start-Up Pricing defined on
Attachment B shall not apply to such purchases.
4. After December 31, 2000 the parties shall discuss, in good faith the
necessity for any future reimbursement payments and/or any further price
reductions, but no party shall be obligated to effect any such payment or
reductions.
IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate
originals by their duly authorized representatives effective as of the date last
written below.
FILTERTEK INC.: HEMASURE INC.:
/s/ Xxxxxx X. Xxx /s/ Xxxxx Xxxxxx
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Xxxxxx X. Xxx Xxxxx Xxxxxx
President Sr. Vice President & Chief Financial Officer
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Date Date
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Vice President & Chief Operating Officer
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Date
