EXHIBIT 4.32
Confidential treatment has been requested for certain portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as “[*****]” or “*****”. A complete version of this exhibit has been filed separately with the Commission pursuant to an application for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.
Modification 0004
ACAMBIS SUBCONTRACT MODIFICATION 0004
Subcontract No.: 200-2002-00010(BXTR)
Modification No.: 0004
Effective Date: December 20, 2002
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| Subcontractors: | | Baxter Healthcare SA
Hertistrasse 2
CH-8304 Wallisellen, Switzerland | | Baxter Healthcare Corporation
One Baxter Parkway
Deerfield, IL 60015 |
Description of Modification:
| | | | Revises H.26 Provision for Services to Be Provided by Baxter Healthcare SA in support of the development of ACAM2000 manufacturing processes and subsequent manufacturing efforts. |
Authority for, and type of, modification: Bilateral Supplemental Agreement
Total Change to Subcontract value: $0.00 (No Change)
Changes to Subcontract:
| | | | See attached Pages 2 and 3. |
RELEASE OF CLAIMS
In consideration of the modifications made above, this Modification is in full settlement of any right the Subcontractors may have to any equitable adjustment(s) as the result of the changes made herein. Except to the extent modified herein, the subcontract terms and conditions remain unchanged. This supplemental agreement constitutes the full agreement of the parties and supercedes any prior agreements with respect to the changes made herein.
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| For: ACAMBIS, INC | | For: | | BAXTER HEALTHCARE S.A. and
BAXTER HEALTHCARE CORPORATION |
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| [ **** ] | | [ **** ] |
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| Execution Date December 20, 2002 | | Execution Date December 20, 2002 |
Modification 0004
Section B
Delete Item 0007.
Substitute:
0007- AdditionalServices (See Provision H.26)
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| 0007AA- | | Services in Support of Development
Of Manufacturing Process | | As Required | [****] | | [****] |
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| 0007AB- | | Services in Support of Manufacturing
Item 0001 Vaccine Kits | | As Required | [****] | | [****] |
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| 0007 AC | | Services in support of Manufacturing
Item 0002 Vaccine Kits | | As Required | [****] | | [****] |
Section C
Add:
Item 0007—Services in Support of Development of Manufacturing Process and Manufacturing, as described in Provision H.26
Section F
Add:
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| 0007AA | | Additional Services to Develop Manufacturing Process | | As Required | | [ **** ] |
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| 0007AB | | Services in Support of Manufacturing | | As Required | | Until Government Acceptance of Item 0001 Vaccine Kits Ordered |
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| 0007 AC | | Services in Support of Manufacturing | | As Required | | Until Government Acceptance of Item 0002 Vaccine Kits Ordered |
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Modification 0004
Section H
Delete H.26.
Substitute:
H.26 PAYMENT FOR ADDITIONAL SERVICES (ITEM 0007)
Contractor shall pay 1st Subcontractor:
| | a. | | [ **** ]for services provided in support of the development of the ACAM2000 vaccine kit manufacturing process. The 1st Subcontractor may invoice for such services upon completion of such efforts ([ **** ]). Payment for Item 0007AA services performed shall be due and payable within thirty (30) days after receipt of a proper invoice or on March 31, 2003, whichever is later, without regard to whether the Contractor has received payment from the US Government for any vaccine kits manufactured under this subcontract. (Item 0007AA) |
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| | b. | | [ **** ]for services rendered to assist in the manufacture of Item 0001 kitted vaccine. The 1st Subcontractor may invoice the Contractor for such services upon the delivery and Government acceptance of the last of the initial 1.55 million vaccine kits ordered under Item 0001 of this subcontract (completion and Government acceptance of the 155 million dose order). Such invoice shall be payable by the Contractor within thirty (30) days after receipt of a proper invoice or Contractor receipt of final payment from the US Government for the last of the 1.55 million vaccine kits delivered and accepted, whichever is later. (Item 0007AB) |
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| | c. | | [ **** ]for kitted smallpox vaccine ordered under Section B, Item 0002 of this subcontract. The 1st Subcontractor shall submit an invoice for additional services under ITEM 0007AC at the same time invoices are submitted for completed kits delivered under ITEM 0002. Payment for ITEM 0007AC shall be due at the same time payment is due for kitted vaccine under ITEM 0002. (Item 0007AC) |
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| | d. | | The additional services contemplated by this provision include: reasonable technical and consulting assistance and services regarding export/import assistance, technical and quality issues, and assistance concerning Contractor’s Security Plan with respect to facilities and vaccine transportation security after purification at Contractor’s facilities. |
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