Exhibit 10.5
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED FRACTION IV-1 PASTE SUPPLY AGREEMENT
This Second Amendment to the Amended and Restated Fraction IV-1 Paste Supply Agreement (“Second Amendment”) effective this 22nd day of June, 2011 (“Effective Date”), by and between Baxter Healthcare Corporation having a place of business at One Baxter Way, Westlake Village, California 91361 (hereinafter “BAXTER”), and Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter “KAMADA”). BAXTER and KAMADA shall collectively be referred to as the “Parties”.
RECITALS
WHEREAS, the Parties entered into an Amended and Restated Fraction IV-1 Paste Supply Agreement (“Agreement”) effective August 23, 2010; and a First Amendment to the Amended and Restated Fraction IV-1 Paste Supply Agreement dated May 10, 2011; and
WHEREAS, the Parties desire to enter into a Second Agreement of the Agreement in order to extend the term for an additional [*****] period for the supply of [*****] of Paste to Kamada at no charge pursuant to Sections 2(a) and 2(b) of Exhibit C of the Agreement.
Now therefore, it is hereby agreed as follows:
1. | Section 2(a) of Exhibit C shall be deleted in its entirety and shall be replaced with the following paragraph and incorporated herein by reference to this Second Amendment. |
“An aggregate amount of up to [*****] kilograms of paste provided to Kamada at no charge during the consecutive [*****] month period following the Effective Date (i.e. expiring on the [*****] anniversary of the Effective Date).”
2. | Section 2(b) of Exhibit C shall be deleted in its entirety and shall be replaced with the following paragraph and incorporated herein by reference to this Second Amendment. |
“Any quantities of Paste provided by Baxter to Kamada (A) after Kamada has ordered an aggregate amount of [*****] kilograms of Paste during the [*****] month period after the Effective Date or (B) after the [*****] year anniversary of the Effective Date, shall be at a price to be determined by Baxter in its sole discretion (the “Paste Price”); provided, however, that the price shall not exceed [*****] per kilogram (subject to adjustment as set forth inSection 2(d) of thisExhibit C.”
[*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.
3. | Except as specifically modified herein, all other terms and conditions of the Agreement and Exhibits shall remain in full force and effect and are hereby affirmed, confirmed and ratified. |
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed by their duly authorized representatives.
BAXTER HEALTHCARE CORPORATION | KAMADA LTD. | |||
By: | /s/ Ludwig Hantson | By: | /s/ David Tsur | |
Name: Ludwig Hantson | Name: David Tsur | |||
Title: CVP, President – Bioscience | Title: Chief Executive Officer | |||
Date: | 7/5/11 | Date: | 6/27/2011 | |
By: | /s/ Eyal Leibovitz | |||
Name:Eyal Leibovitz | ||||
Title: Chief Financial Officer | ||||
Date: | 6/27/2011 |