Third Amendment to Plasma Sale/Purchase AgreementPlasma Sale/Purchase Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This Third Amendment to Plasma Sale/Purchase Agreement (the “Third Agreement”) is made and entered into by and between ZLB Bioplasma Inc., a Delaware corporation doing business as ZLB Plasma Services (“ZLB”), having an address at 5201 Congress Avenue Suite 220, Boca Raton, Florida 33487, and Talecris Biotherapeutics, Inc., a Delaware Corporation (“Talecris”), having an address at 8368 U.S. Highway 70W, Clayton, North Carolina 27520. This Third Amendment is made effective as of January 1, 2006 (the “Effective Date”).
EUROPEAN PRODUCT SALES AGREEMENT (PHASE I) BY AND BETWEEN BAYER BIOLOGICALS S.R.L. MILAN, ITALY AND TALECRIS BIOTHERAPEUTICS, GMBH FRANKFURT, GERMANYEuropean Product Sales Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This AMENDED AND RESTATED EUROPEAN PRODUCT SALES AGREEMENT (PHASE 1) (this “Agreement”) is entered into as of April 1, 2007 (“Effective Date”), by and between Talecris Biotherapeutics, GmbH, (“Talecris GmbH”) of Frankfurt, Germany and Bayer Biologicals S.r.l., Viale Certosa 130, Milan, Italy, Companies Register C.C.I.A.A. Milano n 1717/97 (“Rosia,” along with Talecris GmbH, the “Parties”). This Agreement, unless terminated earlier pursuant to Article 13 of this Agreement, will expire on December 31, 2008.
FURTHER ASSIGNMENT AND EXTENSION AGREEMENTAssignment and Extension Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
NOW THEREFORE this Further Assignment and Extension Agreement witnesseth that, in consideration of the premises, covenants and agreements set out herein the Parties hereto agree as follows:
ContractTalecris Biotherapeutics Holdings Corp. • October 19th, 2007 • Pharmaceutical preparations
THIS AMENDMENT No. 2 (“Agreement”) is made and entered into as of July 18, 2007 by and between Talecris BioTherapeutics, Inc. (“Talecris), Bayer Biologicals, Inc. and Bayer Healthcare LLC (“Bayer”), and certain European Marketing Authorization Holders (collectively the “Parties”).
Second Amendment to Plasma Sale/Purchase AgreementPlasma Sale/Purchase Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This Second Amendment to Plasma/Sale Purchase Agreement (the “Second Amendment”) is made and entered into, effective as of October 13, 2005 (the “Effective Date”), by and between ZLB Bioplasma Inc., doing business as ZLB Plasma Services (“ZLB”) and Talecris Biotherapeutics, Inc., a Delaware Corporation, having an address at 8368 U.S. Highway 70W, Clayton, North Carolina 27520 (“Talecris”), successor in interest to Bayer Healthcare L.L.C.
DISTRIBUTION AGREEMENTDistribution Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 31, 2005 (the “Effective Date”) by and between Talecris BioTherapeutics, Inc. (f/k/a NPS BioTherapeutics, Inc. (“Newco”), Bayer Biologicals S.r.l. (“B.Biologicals”) and, Bayer Healthcare LLC, and such Distributors as may hereinafter execute Exhibit J which is attached hereto. Newco, B.Biologicals and each Distributor (as listed on Exhibit A and upon execution of Exhibit J) (each a “Distributor”) are collectively hereinafter referred to as the “Parties”.
SUPPLY AGREEMENT BY AND BETWEEN BAYER HEALTHCARE LLC BIOLOGICAL PRODUCTS DIVISION BERKELEY, CALIFORNIA AND TALECRIS BIOTHERAPEUTICS, INC. RALEIGH, NORTH CAROLINASupply Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (this “Agreement”) is entered into as of March 31, 2005 (the “Effective Date”), by and between Bayer HealthCare LLC, Biological Products Division (“Bayer”) and Talecris Biotherapeutics, Inc. (f/k/a NPS BioTherapeutics, Inc.) (“Supplier,” along with Bayer, the “Parties”).
ContractTalecris Biotherapeutics Holdings Corp. • October 19th, 2007 • Pharmaceutical preparations
THIS AMENDMENT No. 2 is made and entered into as of July 18, 2007 by and between Bayer HealthCare LLC (“Bayer”) and Talecris Biotherapeutics, Inc. (“Talecris”).
AMENDED AND RESTATED MASTER SERVICES AGREEMENT BETWEEN BAYER HEALTHCARE LLC AND TALECRIS BIOTHERAPEUTICS INC.Master Services Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Amended and Restated Master Services Agreement (this “Agreement”) is made and entered into as of April 1, 2006 by and between Bayer HealthCare LLC (“Bayer”) and Talecris Biotherapeutics, Inc. (“Talecris”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement (as defined below). Bayer and Talecris are sometimes referred to herein collectively as the “Parties,” and individually as a “Party.”
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Stock Option Award Agreement (this “Option Award Agreement”) is effective as of September 11, 2007 (the “Grant Date”), by and between Talecris Biotherapeutics Holdings Corp. a Delaware corporation (the “Company”), and the grantee named on the signature page hereof (the “Grantee”) pursuant to the Talecris Biotherapeutics Holdings Corp. 2005 Stock Option and Incentive Plan (the “Plan”). Capitalized terms not defined in this Option Award Agreement have the meanings ascribed to them in the Plan.
AMENDMENT TO DISTRIBUTION AGREEMENT FOR EUROPEDistribution Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This Amendment to the Distribution Agreement for Europe (this “Amendment”) is entered into as of April 1, 2006 by and between Talecris Biotherapeutics, Inc. (“Talecris”), Bayer Healthcare LLC (“Bayer”), Bayer Biologicals S.r.l. (“B.Biologicals”) and the Distributors listed in Section 2 below (collectively, the “Distributors”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement (as defined below). Talecris, Bayer, B.Biologicals and the Distributors are sometimes referred to herein collectively as the “Parties,” and individually as a “Party.”
PLASMA SALE/PURCHASE AGREEMENTPlasma Sale/Purchase Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This Plasma Sale/Purchase Agreement (the “Agreement) is made, entered into and effective as of January 1, 2003 (the “Effective Date”) by and between ZLB Bioplasma Inc., a Delaware corporation doing business as ZLB Plasma Services, having an address at 5201 Congress Avenue, Suite D220, Boca Raton, Florida 33487 (“ZLB”), and Bayer HealthCare LLC, a Delaware limited liability company, having an address at 79 T.W. Alexander Dr., 4101 Research Commons, Research Triangle Park, North Carolina 27709 (“Buyer”). ZLB and Buyer are at times referred to in this Agreement individually as a “Party” and/or collectively as the “Parties.”
ASSIGNMENT AND SECOND AMENDED AND RESTATED PURCHASE AGREEMENT FOR FRACTIONATION SERVICES AND COMMERCIAL PRODUCTS BETWEEN AND AMONGST CANADIAN BLOOD SERVICES BAYER INC. BAYER HEALTHCARE LLC AND TALECRIS BIOTHERAPEUTICS, INC. (F/K/A NPS BIOTHERAPEUTICS,...Purchase Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
FURTHER ASSIGNMENT AND EXTENSION AGREEMENTFurther Assignment and Extension Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
CANADIAN BLOOD SERVICES / SOCIETE CANADIENNE DU SANG (incorporated pursuant to Part II of the Canada Corporations Act) 1800 Alta Vista Drive Ottawa, ON KIG 4J5 CANADA
ASSIGNMENT AND SECOND AMENDED AND RESTATED PURCHASE AGREEMENT FOR FRACTIONATION SERVICES AND COMMERCIAL PRODUCTS BETWEEN AND AMONGST HÉMA-QUÉBEC AND BAYER INC. BAYER HEALTHCARE LLC AND TALECRIS BIOTHERAPEUTICS, INC. (F/K/A NPS BIOTHERAPEUTICS, INC.)Purchase Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
NOW THEREFORE in consideration of the premises, covenants and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
FURTHER AMENDING AGREEMENTFurther Amending Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
CANADIAN BLOOD SERVICES / SOCIETE CANADIENNE DU SANG (incorporated pursuant to Part II of the Canada Corporations Act) 1800 Alta Vista Drive Ottawa, ON K1G 4J5 CANADA
FURTHER AMENDING AGREEMENTFurther Amending Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
NOW THEREFORE this Further Amending Agreement witnesseth that, in consideration of the premises, covenants and agreements set out herein the Parties hereto agree as follows:
MANUFACTURING AGREEMENT BY AND BETWEEN BAYER HEALTHCARE LLC BIOLOGICAL PRODUCTS DIVISION BERKELEY, CALIFORNIA AND TALECRIS BIOTHERAPEUTICS, INC. RALEIGH, NORTH CAROLINAManufacturing Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This MANUFACTURING AGREEMENT (this “Agreement”) is entered into as of March 31, 2005 (the “Effective Date”) by and between Talecris Biotherapeutics, Inc. (f/k/a NPS BioTherapeutics, Inc.) (“Purchaser”) and Bayer HealthCare LLC, Biological Products Division (“Bayer,” along with Purchaser, the “Parties”).
AMENDMENT TO PLASMA SALE /PURCHASE AGREEMENT ZLB Bioplasma Inc. dba ZLB Plasma Services and Bayer Healthcare LLCPlasma Sale /Purchase Agreement • October 19th, 2007 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This Amendment (“Amendment”), which shall be effective upon execution by all parties, is agreed and entered into by and between ZLB Bioplasma, Inc., a Delaware corporation doing business as ZLB Plasma Services (“ZLB”), and Bayer Healthcare LLC (“Bayer”), with respect to their certain Plasma Sale / Purchase Agreement dated as of January 1, 2003 (the “Agreement”).
