Exhibit 10.23
FIRST AMENDMENT
TO THE
TECHNOLOGY LICENSE AGREEMENT
This First Amendment to the Technology License Agreement dated August 23rd, 2010 by and between Baxter Healthcare SA, a Swiss corporation having a principal place of business at Postfach, 8010, Zurich, Switzerland (hereinafter “Baxter”) and Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter “Kamada”) (the “Agreement”) is entered into as of this 14th day of May, 2013 (the “Effective Date”). Baxter and Kamada shall collectively be referred to as the “Parties”.
RECITALS
WHEREAS, the Parties desire to enter into an amendment to the Agreement in order to amend the 3rd Milestone, as described hereunder and set applicable payment schedule in connection thereto (hereinafter the "First Amendment").
Now therefore, it is hereby agreed as follows:
1. | The Milestone Table set forth in Section 5.3 of the Agreement shall be replaced with the following table: |
Milestone | Milestone Payment (USD) | |||
Hand-over of [*****]. | $ | 5,000,000 | ||
[*****] | $ | 5,000,000 | ||
Completion of transfer by [*****] | $ | 4,500,000 | ||
[*****] | [*****] |
2. | The Technology Sharing Plan, which is incorporated into the Agreement as Exhibit 1.67, shall be amended to reflect the amendment described in Section 1 above. |
3. | The Parties acknowledge and agree that the 3rd Milestone has been fully achieved prior to the Effective Date. Despite the payment schedule described in Section 5.3, the Parties agree that payment in connection with achievement of the 3rd Milestone will be made no later than [*****], 2013. |
[*****] Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.
First Amendment to the Technology License Agreement | Page 1 |
4. | The Parties acknowledge and agree that payment for the first two (2) Milestones described in Section 5.3 has been completed in its entirety. |
5. | All provisions of the Agreement which are not expressly amended by the terms of this First Amendment shall remain in effect and without change. |
IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their duly authorized representatives.
BAXTER HEALTHCARE SA | KAMADA LTD. | |||
By: | /s/ James Fischer | By: | /s/David Tsur | |
Name: | James Fischer | Name: | David Tsur | |
Title: | VP - EMEA Bioscience Mktg. | Title: | Chief Executive Officer | |
Date: | 10.05.2013 | Date: | 14/5/13 | |
By: | /s/ Yvo Aebli | By: | /s/ Gil Efron | |
Name: | Yvo Aebli | Name: | Gil Efron | |
Title: | Director, Finance Baxter Healthcare SA | Title: | Chief Financial Officer | |
Date: | Date: | 14/5/13 |
First Amendment to the Technology License Agreement | Page 2 |