Fifth Amendment to Plasma Purchase Agreement, effective as of January 1, 2019, by and between ADMA Biologics, Inc. and Grifols Worldwide Operations Limited
Confidential treatment has been granted with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
FIFTH AMENDMENT TO PLASMA PURCHASE AGREEMENT
This Fifth Amendment to the Plasma Purchase Agreement (this “Amendment #5”) by and between Grifols Worldwide Operations Limited, a corporation having a place of business at Grange Castle Business Park, Grange Castle, Clondalkin, Dublin 22, Ireland (“Grifols”), as the successor-in-interest to Biotest Pharmaceuticals Corporation, 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 January 1, 2019 (the “Effective Date”).
WHEREAS, BPC and ADMA are parties to that certain Plasma Purchase Agreement, effective as of November 17, 2011 (as amended, restated, supplemented or otherwise modified from time to time,, the “Agreement”), pursuant to which ADMA purchases from BPC source plasma containing antibodies to respiratory syncytial virus (“RSV” or “RSV Plasma”);
WHEREAS, on December 10, 2018, BPC notified ADMA of the assignment of BPC’s rights and obligations under the Agreement pursuant to Section G to Grifols, its affiliate, effective January 1, 2019; and
WHEREAS, BPC and ADMA are parties to that certain Purchase Agreement, dated as of June 6, 2017, pursuant to which, on January 1, 2019, (i) ADMA will transfer ownership of two of its plasma collection facilities located in Norcross, Georgia and Marietta, Georgia (the “Transferred Plasma Collection Facilities”) to BPC, and (ii) ADMA and Grifols, as the successor-in-interest to BPC, have agreed to enter into this Amendment #5 in order to memorialize the modification of certain provisions on the terms contained herein.
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. | Section A.2.d. is hereby deleted and replaced in its entirety as follows: |
“d. Pricing for RSV Plasma for the period after March 31, 2013 will be based on the price previously in effect adjusted in proportion to the percentage increase in the [***] Index, [***], U.S. City Average, All items, Base 1982-84 = 100, published by the United States Department of Labor, Bureau of Labor Statistics (“[***]”) as of the December 31st of the previous calendar year. Notwithstanding the foregoing, solely with respect to the Transferred Plasma Collection Facilities, for a three year period commencing on the Effective Date (the “Purchase Period”), ADMA shall be entitled to purchase RSV Plasma from Grifols from the Transferred Plasma Collection Facilities at a price equal to cost plus five percent (5%) (the “Purchase Period Price”). During the Purchase Period, Grifols shall not charge ADMA an additional amount in excess of the Purchase Period Price as a result of inflation during the Purchase Period.
Page 1 of 2
Confidential treatment has been granted with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
| 2. | Section I is hereby deleted in part as it relates to Grifols notices and replaced with the following: |
| To Grifols: | Alfredo Arroyo | |
| Chief Financial Officer | ||
| Grifols Worldwide Operations Limited | ||
| Grange Castle Business Park, Grange Castle | ||
| Clondalkin, Dublin 22, Ireland |
| 3. | 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. |
| 4. | All references in the Agreement to “BPC” and “Biotest Pharmaceuticals Corporation” shall hereby be amended to refer to “Grifols” and “Grifols Worldwide Operations Limited”, as successor-in-interest to BPC. |
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 #5 shall govern in the event of any conflict between this Amendment #5 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 #5 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 hereof.
This Amendment #5 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 #5.
IN WITNESS WHEREOF, the parties hereby have caused this Amendment #5 to be executed and the persons signing below warrant that they are duly authorized to sign for and on behalf of their respective parties.
| ADMA Biologics, Inc. | Grifols Worldwide Operations Limited | |
| By: /s/ Adam Grossman | By: /s/ Alfredo Arroyo | |
| Name: Adam Grossman | Name: Alfredo Arroyo | |
| Title: President & Chief Executive Officer | Title: Chief Financial Officer |
Page 2 of 2
Confidential treatment has been granted with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Exhibit A
Biotest Plasma Center # 085
233 West Hancock Avenue, Athens, Georgia 30601
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 038
2704 Peach Orchard Road, Augusta, Georgia 30906
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center #093
718 22nd Avenue So Brookings, SD 57006
PH: 605 ###-###-#### FX: 605 ###-###-####
Biotest Plasma Center #675
500 Old Greenville Hwy., Suite 500-2, Clemson, SC 29631
PH: 864 ###-###-#### FX: 864 ###-###-####
Biotest Plasma Center #091
2235 Dave Ward Drive, #205 Conway, AR 72034
PH: 501 ###-###-#### FX: 501 ###-###-####
Biotest Plasma Center # 009
Park Center
1027 Commerce Blvd., Dickson City, Pennsylvania 18519
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 001
Colonial Center
4391 Colonial Boulevard, Fort Myers, Florida 33966
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 004
1112 North Main Street, Gainesville, Florida 32601
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 080
6837 Taft Street Hollywood, FL 33024
PH: 954 ###-###-#### FX: 954 ###-###-####
Biotest Plasma Center # 008
408 S. Gilbert Street, Iowa City, Iowa 52240
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 028
1213 Country Club Road, Jacksonville, North Carolina 28546
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center #090
113 Yopp Road, Jacksonville, NC 28540
PH: 910 ###-###-#### FX: 910 ###-###-####
Confidential treatment has been granted with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Biotest Plasma Center #094
5915 1st Avenue, Kearney, NE 68847
PH: 308 ###-###-#### FX: 308 ###-###-####
Biotest Plasma Center # 033
300 S. 17th Street, Lincoln, Nebraska 68508
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 089
3110 Lake Washington Rd., Melbourne, Florida 32934
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 086
2501 Discovery Dr. Suite 400, Orlando, Florida 32826
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 087
100 Business Park Way, Royal Palm Beach, Florida 33411
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 601
618 NW Loop 410, Suite #101, San Antonio, Texas 78216
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 036
2860 Cerrillos Road Suite. B1, Santa Fe, New Mexico ###-###-####
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center # 088
311 N Patterson Street, Valdosta, Georgia 31601
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center #676
1012 Princeton Street, Vermillion, SD 57069
PH: 605 ###-###-#### FX: 605 ###-###-####
Biotest Plasma Center # 045
6000 Mahoning Avenue, #410, Youngstown, Ohio 44515
PH: ###-###-#### FX: ###-###-####
Biotest Plasma Center #101 (formerly ADMA Bio Centers Georgia Inc.)*
6290 Jimmy Carter Boulevard, Suites 206-208 and 210, Norcross, Georgia 30071
PH: 678 ###-###-#### FX: 678 ###-###-####
Biotest Plasma Center #102 (formerly ADMA Bio Centers Georgia Inc.)*
3000 Windy Hill Road SE, Suites 212 and 220, Marietta, Georgia 30067
PH: 678 ###-###-#### FX: 678 ###-###-####
* Not a BPC center by license as of the Effective Date.
