Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Exchange Act of 1934, as amended.Confidential Portions are marked: [***]

EX-10.3.1 4 e614766_ex10-31.htm Unassociated Document

Exhibit 10.3.1

Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]

SECOND AMENDMENT TO PLASMA PURCHASE AGREEMENT

This Second Amendment to the Plasma Purchase Agreement (this “Amendment #2”) by and between Biotest Pharmaceuticals Corporation, a Delaware corporation, having a place of business at 5800 Park of Commerce Boulevard NW, Boca Raton, Florida 33487 (“BPC”) and ADMA Biologics, Inc., a Delaware corporation, having a place of business at 465 Route 17 South, Ramsey, New Jersey 07446 (“ADMA”) is effective as of December 18, 2015 (“Effective Date”).

WHEREAS, BPC and ADMA are Parties to that certain Plasma Purchase Agreement, effective November 17, 2011, as previously amended (collectively, the “Agreement”); and

WHEREAS, BPC and ADMA desire to amend the Agreement in order to memorialize the amendment of certain provisions;

NOW, THEREFORE, in consideration of the respective promises contained herein and other valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

Amendment:

1.	The second paragraph of Section A(2)(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

During the term of this Agreement and subject to the terms of this Agreement, ADMA acknowledges and agrees that BPC is its [***] provider of [***] Plasma. ADMA agrees to purchase [***] in accordance with the provided forecast, as defined in Section B(3) of the Agreement. BPC agrees to allow ADMA to collect, source and purchase [***] Plasma from other third party providers as long as ADMA continues to purchase [***] of [***] Plasma which BPC is able to produce [***] in accordance with the terms defined in Section B(3) of the Agreement. BPC agrees to allow ADMA the right to collect from any number of ADMA owned, operated or affiliated centers as long as ADMA continues to purchase [***] of [***] Plasma produced by BPC [***] in accordance with the terms defined in Section B(3) of the Agreement.

2.	Section A(3) of the Agreement is hereby amended by changing the address of ADMA for invoicing purposes as follows:

Invoices:

Accounts Payable

ADMA Biologics, Inc.

465 Route 17 South

Ramsey, NJ 07446

Fax: ###-###-####

Page 1 of 3

ADMA Initials AG

BPC Initials IC

3.	Section I of the Agreement is hereby amended by changing the address of ADMA for notice purposes as follows:

To ADMA:

Mr. Adam Grossman

Chief Executive Officer

ADMA Biologics, Inc.

465 Route 17 South

Ramsey, NJ 07446

With copy to:

General Counsel

ADMA Biologics, Inc.

465 Route 17 South

Ramsey, NJ 07446

4.	Exhibit A, as referenced in Section A(4) of the Agreement is hereby deleted and replaced in its entirety with a revised Exhibit A, attached hereto.

Miscellaneous:

Except as expressly provided herein, all terms and conditions set forth in the Agreement remain unchanged and continue in full force and effect. This Amendment #2 shall govern in the event of any conflict between this Amendment #2 and the Agreement. It is agreed by the Parties that all references to the Agreement hereafter made by them in any document or instrument delivered pursuant to or in connection with the Agreement shall be deemed to refer to the Agreement as amended hereby.

This Amendment #2 and the Agreement embody the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the subject matter.

This Amendment #2 may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same single document, and any such counterpart containing an electronically scanned or facsimile signature will have the same effect as original manual signatures.

The Parties agree that they and their employees shall execute all documents and do all other things necessary to carry out the intent to implement the provisions of this Amendment #2.

IN WITNESS WHEREOF, the Parties hereby have caused this Amendment #2 to the Agreement to be executed and the persons signing below warrant that they are duly authorized to sign for and on behalf of their respective Parties.

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ADMA Biologics, Inc.

By: /s/ Adam S. Grossman

Name: Adam S. Grossman

Title: President and Chief Executive Officer

Date: December 18, 2015

Biotest Pharmaceuticals Corporation

By: /s/ Ileana Carlisle

Name: Ileana Carlisle

Title: VP, Plasma Operations & Logistics

Date: December 18, 2015

Page 3 of 3

Exhibit A

Biotest Plasma Center # 085

233 West Hancock Avenue, Athens, Georgia 30601