Amendment No. 2 to Manufacturing and Supply Agreement between Filtertek Inc. and HemaSure Inc.

Summary

This amendment updates the existing Manufacturing and Supply Agreement between Filtertek Inc. and HemaSure Inc. HemaSure agrees to reimburse Filtertek $180,000 for certain costs incurred from October 1 to December 31, 2000, without admitting liability or setting a precedent for future payments. Filtertek, in turn, agrees to reduce the price of certain product units purchased by HemaSure to $1.65 per unit for the next 2,500,000 units. Both parties will discuss any future reimbursements or price reductions after December 31, 2000, but are not obligated to agree to them.

EX-10.36 4 0004.txt AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGMT. EXHIBIT 10.36 AMENDMENT NO. 2 MANUFACTURING AND SUPPLY AGREEMENT WITNESSETH, THIS AMENDMENT NO. 2 effective as of the date last written below (the "Amendment") to the Manufacturing and Supply Agreement dated December 22, 1999 (the "Agreement"), by and between Filtertek and HemaSure. The terms of the Agreement are hereby incorporated by reference into this Amendment. In the event of any conflict between the terms of the Agreement and the terms of this Amendment, then the terms of this Amendment shall control. WHEREAS, on or around April 7, 2000 the American Red Cross temporarily suspended use of HemaSure's r\LS system, a component of which is defined as the "Product" in the Agreement; and WHEREAS, on or around September 26, 2000 HemaSure made a previous reimbursement payment to Filtertek of Five Hundred Twenty Five Thousand Dollars ($525,000) for the period of April 7, 2000 to September 30, 2000, without any admission of liability and on a non-precedent basis and without any obligation to make such payments in the future; and WHEREAS, HemaSure desires to reimburse Filtertek for certain costs associated with the Agreement for the period of October 1, 2000 through December 31, 2000, and to receive certain Product purchase price reductions due to the availability of manufacturing automation; in each case without HemaSure admitting that it is under any obligation whatsoever to do so and without HemaSure committing to any such future reimbursements; and WHEREAS, Filtertek is willing to accept such reimbursement from HemaSure and agree to a price reduction on future purchases of Products under the Agreement subject to all of the terms and conditions of the Agreement and this Amendment. NOW THEREFORE, in consideration of these premises and the mutual agreement herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. On or before December 22, 2000 HemaSure shall pay to Filtertek the amount of One Hundred Eighty Thousand Dollars ($180,000) as a reimbursement for a portion of certain periodic and recurring costs incurred by Filtertek during the period of October 1, 2000 through December 31, 2000 (the "Reimbursement Payment"). 2. The Reimbursement Payment shall not be construed as an admission by HemaSure that HemaSure has breached any provision of the Agreement or that HemaSure has any liability or obligation of any kind to make such payment. Further, the Reimbursement Payment is made on a non-precedent basis and HemaSure shall not be obligated to make such payments in the future. 3. After the effective date of this Amendment, due to the availability of manufacturing automation, Filtertek agrees to a price reduction in the Product Pricing set forth in Attachment B over the next 2,500,000 units purchased by HemaSure from Filtertek under the Agreement (the "Reduced Price Units"). The Product Pricing for the Reduced Price Units shall be $1.65 per unit. Production orders for the Reduced Price Units shall be in minimum release quantities of 50,000 units. After HemaSure has purchased from Filtertek all of the Reduced Price Units, then the quantity of the Reduced Price Units shall be credited to the Actual Annual Purchases for the appropriate Agreement Year for the purposes of determining Product Pricing for future purchases in accordance with Attachment B and other provisions of the Agreement. During the time period when HemaSure is purchasing the Reduced Price Units, the Start-Up Pricing defined on Attachment B shall not apply to such purchases. 4. After December 31, 2000 the parties shall discuss, in good faith the necessity for any future reimbursement payments and/or any further price reductions, but no party shall be obligated to effect any such payment or reductions. IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate originals by their duly authorized representatives effective as of the date last written below. FILTERTEK INC.: HEMASURE INC.: /s/ Ronald J. Kay /s/ James Murphy - -------------------------- ------------------------------ Ronald J. Kay James Murphy President Sr. Vice President & Chief Financial Officer - -------------- -------------- Date Date /s/ Peter Sutcliffe ------------------------------------ Peter Sutcliffe Vice President & Chief Operating Officer -------------- Date