Amendment to Exhibit B of Manufacturing and Supply Agreement between IsoRay Medical, Inc. and GT Medical Technologies, Inc.

Summary

IsoRay Medical, Inc. and GT Medical Technologies, Inc. have amended their existing Manufacturing and Supply Agreement, originally dated January 3, 2018. This amendment, effective December 28, 2018, updates the pricing terms in Exhibit B, specifically for GammaTile 3-packs and Duragen Validation. The amendment outlines the open-book pricing formulas and clarifies that certain costs, such as sterilization and bacterial endotoxin testing, will be billed as pass-through costs without additional mark-up. Both parties have agreed to these revised terms as indicated by their authorized representatives' signatures.

EX-10.5 3 ex_134565.htm EXHIBIT 10.5 ex_134565.htm

Exhibit 10.5

AMENDMENT TO EXHIBIT B OF MANUFACTURING AND SUPPLY AGREEMENT

IsoRay Medical, Inc., a Delaware corporation with offices at 350 Hills Street, Suite 106, Richland, WA 99352 (“IsoRay”), and GT Medical Technologies, Inc., a Delaware corporation having its principal place of business at 1809 S. Holbrook Ln., Ste. 107 Tempe, AZ, 85281 (“GT Med Tech”), previously entered into a Manufacturing and Supply Agreement dated January 3, 2018 (the “Agreement''). The parties now desire to modify the pricing of Exhibit B of the Agreement as outlined on the attached page.

In witness whereof, the parties have caused their respective authorized representatives to execute this Amendment to Exhibit B of the Manufacturing and Supply Agreement as of December 28, 2018 (“the Effective Date”).

GT Medical Technologies, Inc.		IsoRay Medical, Inc.


By:	/s/ Herman Lopez Dec 28, 2018	By:	/s/ Jonathan Hunt 12/29/2018

Name: Hernan Lopez		Name: Jonathan Hunt

Title: Vice President of Operations		Title: Chief Financial Officer

Exhibit B

Open-Book Pricing Formula & Pricing Schedule

Open-Book Pricing Formula for GammaTile 3-pack
Description	Price
Materials (excluding Duragen)	$111.93
Labor	[**]
50% Profit Margin	[**]
Seeds (high activity 3.5U Cesium-131 source — assumes 4 seeds per GammaTile)	[**]
Overhead	[**]

Total price of each GammaTile 3-pack	[**]

Open-Book Pricing Formula for Duragen Validation
Description	Price
Materials (excluding Duragen)	$42.93
Labor	[**]
50% Profit Margin	[**]
Simulation Seeds	[**]
Overhead	[**]

Total price of each Duragen Validation	[**]

Pass-Through Costs

●

Sterilization: Sterilization costs shall be billed either directly to GT Med Tech or invoiced as a separate line item as a pass-through cost by IsoRay. No mark-up to sterilization or other pass-through costs for the Product will be assessed by IsoRay.

●

Bacterial Endotoxin Testing: Bacterial Endotoxin Testing (“BET”) costs shall be billed either directly to GT Med Tech or invoiced as a separate line item as a pass-through cost by IsoRay. No mark-up to BET or other pass-through costs for the Product will be assessed by IsoRay.