Price Adjustment and Volume Discount Letter Agreement between BioMimetic Therapeutics, Inc. and Luitpold Pharmaceuticals, Inc.

Summary

BioMimetic Therapeutics, Inc. and Luitpold Pharmaceuticals, Inc. have agreed to adjust the price of Licensed Products under their existing Manufacturing and Supply Agreement, effective with the next shipment in 2006. BioMimetic will also propose a volume discount for future purchases and will work with Luitpold on transferring product title in New York and on regulatory steps for room temperature shipping. If Luitpold takes over final manufacturing stages, it will retain any resulting shipping cost savings. The agreement is confirmed by both parties' signatures.

EX-10.26 35 file027.htm PATENT PURCHASE AGMT.

Exhibit 10.26 BIOMIMETIC - -------------------------------------------------------------------------------- THERAPEUTICS December 21, 2005 Mary Jane Helenek, R.Ph., M.S., M.B.A. President and CEO Luitpold Pharmaceuticals, Inc. One Luitpold Drive Shirley, NY 11967 Re: Transfer Price Adjustment for GEM 21S(R) Growth-factor Enhanced Matrix Dear Mary Jane: In accordance with Section 4.3 of our December 9, 2003 Manufacturing and Supply Agreement ("MSA") and the ongoing discussions with which we have had, effective immediately with the next shipment received the price of the Licensed Products under our MSA is hereby adjusted to ** per Unit for 2006 (ie no additional increase for 2006). In addition, BioMimetic agrees to provide Luitpold with a volume discount that will apply to purchases made after **. In view of the upcoming holidays, we will provide you with a specific proposal regarding the volume discount shortly after the first of the year. In addition, BioMimetic agrees to use its best efforts to: (1) work with Luitpold to reach an agreement under which title to the Licensed Products will transfer to Luitpold in New York, provided that Luitpold continues to be responsible for the current shipping costs and risks; and (2) continue with the currently planned stability studies that our staffs discussed during their conference call yesterday and the requisite regulatory filings that will permit room temperature shipping of the Licensed Products. Finally, as we discussed earlier today, if we ultimately enter into a manufacturing agreement under which Luitpold assumes responsibility for the final stages of our manufacturing process, Luitpold should realize a significant savings in its shipping - -------------------------------------------------------------------------------- BioMimetic Therapeutics, Inc. 389-A Nichol Mill Lane, Franklin, TN 37067 Phone ###-###-#### www.biomimetics.com ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Mary Jane Helenek, R.Ph., M.S., M.B.A. December 21, 2005 Page 2 expenses. Such savings shall be maintained by Luitpold, and BioMimetic does not expect to share in those savings. Please acknowledge this price adjustment by countersigning this letter and returning a copy to me. Best regards, /s/ Samuel E. Lynch - ------------------------ Samuel E. Lynch, D.M.D., D.M.Sc. President & CEO cc: Dr. Charles Hart Peter S. Reichertz AGREED AND ACKNOWLEDGED: /s/ Mary Jane Helenek - ------------------------