Underwriting AgreementUnderwriting Agreement • August 2nd, 2017 • Kamada LTD • Pharmaceutical preparations • New York
Kamada Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 3,333,334 ordinary shares, par value NIS 1.00 per share (the “Shares”). The 3,333,334 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 500,000 Shares (the “Optional Shares”). The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”, “you” or “your”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the te
·] Shares KAMADA LTD. ORDINARY SHARES, PAR VALUE NIS 1.00 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2013 • Kamada LTD • Pharmaceutical preparations • New York
AMENDED AND RESTATED Registration Rights AgreementRegistration Rights Agreement • May 24th, 2023 • Kamada LTD • Pharmaceutical preparations
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of May 23, 2023, by and among KAMADA LTD., a company incorporated under the laws of the State of Israel of 2 Holzman St., Science Park, P.O. Box 4081, Rehovot 7670402, Israel (the “Company”), and the investors listed on Schedule 1 attached hereto (the “Holders”), and amends and restates the Registration Rights Agreement, dated as of January 20, 2020, by and among the Company and certain of the Holders.
TECHNOLOGY LICENSE AGREEMENT BY AND AMONG KAMADA LTD. AND BAXTER HEALTHCARE S.A. DATED: AUGUST 23, 2010 TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 15th, 2013 • Kamada LTD • Pharmaceutical preparations • New York
THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is made and entered into as of 5:00 PM Eastern Daylight Time, August 23, 2010 (the “Effective Date”), by and among Kamada, Ltd., an Israeli corporation, having a principal place of business at Science Park, Kiryat Weizmann, 7 Sapir Street, P.O. Box 4081, Ness Ziona 74140, Israel (“Kamada”) and Baxter Healthcare SA (“Baxter”) a Swiss corporation having a principal place of business at Postfach, 8010, Zurich, Switzerland.
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • May 15th, 2013 • Kamada LTD • Pharmaceutical preparations • England
This EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2012 (the “Effective Date”) by and between Kamada Ltd., an Israeli corporation (collectively with its Affiliates, “Kamada”), whose principal office is at Science Park, Kiryat Weizmann, 7 Sapir Street, Ness Ziona 74140, Israel, and Chiesi Farmaceutici S.p.A (“Chiesi”), an Italian corporation whose registered office is at Via Palermo 26/A, 43122 Parma, Italy.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 24th, 2023 • Kamada LTD • Pharmaceutical preparations
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of May 23, 2023, by and among (i) Kamada Ltd., a company organized under the laws of the State of Israel, registration number 51-1524605 (the “Company”), and (ii) FIMI Opportunity 7, L.P., a limited partnership formed under the laws of the State of Delaware (“FIMI Delaware”), and FIMI Israel Opportunity 7, Limited Partnership, a limited partnership formed under the laws of the State of Israel, either directly or through a wholly owned entity (“FIMI Israel” and together with FIMI Delaware, the “Purchaser”).
FIRST AMENDMENT TO THE TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 28th, 2013 • Kamada LTD • Pharmaceutical preparations
This First Amendment to the Technology License Agreement dated August 23rd, 2010 by and between Baxter Healthcare SA, a Swiss corporation having a principal place of business at Postfach, 8010, Zurich, Switzerland (hereinafter “Baxter”) and Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter “Kamada”) (the “Agreement”) is entered into as of this 14th day of May, 2013 (the “Effective Date”). Baxter and Kamada shall collectively be referred to as the “Parties”.
EXCLUSIVE MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENTExclusive Manufacturing, Supply and Distribution Agreement • May 15th, 2013 • Kamada LTD • Pharmaceutical preparations • New York
This EXCLUSIVE MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of 5:00 PM Eastern Daylight Time, August 23, 2010 (the “Effective Date”) by and between Kamada Ltd., an Israeli corporation (collectively with its Affiliates, “Kamada”), whose principal office is at Science Park, Kiryat Weizmann, 7 Sapir Street, P.O. Box 4081, Ness Ziona 74140, Israel, and Baxter Healthcare Corporation (“Baxter”), a Delaware corporation whose principal office is at One Baxter Parkway, Deerfield, Illinois 60015, USA.
FRACTION IV-1 PASTE SUPPLY AGREEMENTFraction Iv-1 Paste Supply Agreement • April 11th, 2013 • Kamada LTD • Pharmaceutical preparations • London
This Fraction IV-1 Paste Supply Agreement is entered into, and effective as of this 3rd day of December, 2012 (“Effective Date”), by and between Baxter Healthcare S.A., a Swiss entity, having a place of business at Postfach, 8010 Zurich, Switzerland (“Baxter”) and Kamada Ltd., having a place of business at 7 Sapir St. Kiryat Weizmann, Ness-Ziona 74036, Israel (“Kamada”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN BLOOD AND PLASMA RESEARCH, INC. AND KAMADA PLASMA, LLC Dated as of January 31, 2021Asset Interest Purchase Agreement • February 24th, 2021 • Kamada LTD • Pharmaceutical preparations • Texas
THIS ASSET INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2021, by and between Blood and Plasma Research, Inc., a Texas corporation (“Seller”), and Kamada Plasma, LLC, a Delaware limited liability company (“Buyer”).
SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • April 11th, 2013 • Kamada LTD • Pharmaceutical preparations • New York
THIS SUPPLY AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into this 18th day of July 2011, by and between Kamada Ltd., a corporation organized and existing under the laws of Israel (“Kamada”) and Kedrion S.p.A., a corporation organized and existing under the laws of the Republic of Italy (“Kedrion”), together the “Parties” and each individually a “Party.”
CERTAIN INFORMATION HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Memorandum of UnderstandingDistribution Agreement • December 6th, 2023 • Kamada LTD • Pharmaceutical preparations • New York
This binding memorandum of understanding (the “MOU”) is made and entered into on December 4th, 2023 (the “MOU Effective Date”) by and between Kamada Ltd. a company organized under the laws of the State of Israel, with its principal office in 2 Holzman Street, Weizmann Science Park, Rehovot 7670402, Israel (“Kamada” or “Supplier”), and Kedrion Biopharma Inc., with its principal office at 400 Kelby Street, 11th Floor, Fort Lee, New Jersey 07024, United States of America (“KBI” or “Distributor”), for the purposes only of Sections 1, 2, 3, 5, 6, 7, 8 and 9, and Kedrion S.pA., a company incorporated under the laws of Italy with its registered office at 55051 Castelvecchio Pascoli, Barga (LU) (“Kedrion Italy”), for the purposes only of Sections 4, 8 and 9. Each of Kamada, KBI and Kedrion Italy shall be referred herein after as a “Party” and together as the “Parties”. Capitalized terms herein that are not otherwise defined shall have the meanings attributed to them in the Distribution Agreeme
Addendum No. 1 To the License Agreement of November 16, 2006 (the "Agreement") between PARI Pharma GMBH ("PARI") and Kamada Ltd ("Kamada")License Agreement • March 25th, 2013 • Kamada LTD • Pharmaceutical preparations
This Addendum No. 1 to the Agreement (this “Addendum”) is made and entered into as of February 21, 2008 (the "Effective Date") by and between PARI PHARMA GMBH, a German corporation, with a principal place of business at Moosstrasse 3, 82319 Starnberg, Germany ("PARI"), and Kamada Ltd.), an Israeli company with principle offices at 7 Sapir St., Kiryat Weizmann Science Park, Ness-Ziona – ISRAEL ( “Kamada”).
Confidential- CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] indicates the redacted confidential portions of...Distribution Agreement • March 15th, 2023 • Kamada LTD • Pharmaceutical preparations
This 2nd amendment (the “Amendment”) to the Distribution Agreement dated May 20, 2020 (the “Agreement”), by and between Kamada Ltd., a company organized under the laws of the State of Israel, with its principal office in 2 Holzman Street, Weizmann Science Park, Rehovot 7670402, Israel (“Supplier”), and TUTEUR S.A.C.I.F.I.A., with its principal office at Av. Juan de Garay 848, 1153 Buenos Aires, Argentina (the “Distributor”), is entered into as of [***] (the “Effective Date”).
AMENDED AND RESTATED FRACTION IV-1 PASTE SUPPLY AGREEMENTPaste Supply Agreement • April 11th, 2013 • Kamada LTD • Pharmaceutical preparations • New York
This Amended and Restated Fraction IV-1 Paste Supply Agreement (this “Agreement”) is entered into, and effective as of 5:00 PM Eastern Daylight Time, August 23, 2010 (the “Effective Date”), by and between Baxter Healthcare Corporation, a Delaware corporation, having a place of business at One Baxter Way, Westlake Village, California 91361 (“Baxter”) and Kamada Ltd., having a place of business at 7 Sapir St. Kiryat Weizmann, Ness-Ziona 74036, Israel (“Kamada”). Baxter and Kamada are each referred to herein as a “Party” and collectively as the “Parties”.
THIRD AMENDMENT TO THE EXCLUSIVE MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • April 28th, 2015 • Kamada LTD • Pharmaceutical preparations
This Third Amendment to the Exclusive Manufacturing, Supply and Distribution Agreement dated August 23rd, 2010 as amended on September 6th, 2012, and May 14th, 2013, by and between Baxter Healthcare Corporation having a place of business at One Baxter Way, Westlake Village, California 91361 (hereinafter “Baxter”) and Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter “Kamada”) (the "Agreement") is entered into as of this 15th day of February, 2014 (the "Effective Date"). Baxter and Kamada shall collectively be referred to as the “Parties”.
Confidential- DISTRIBUTION AGREEMENTDistribution Agreement • March 25th, 2013 • Kamada LTD • Pharmaceutical preparations
This Agreement (the “Agreement”), is entered into as of August 2, 2011 by and between Kamada Ltd., a company organized under the laws of the State of Israel, with its principal office in 7 Sapir St., Kiryat Weizmann, Ness-Ziona 74036, Israel (“Kamada”), and TUTEUR S.A.C.I.F.I.A., a corporation organized under the laws of Argentina, having its registered office at Av. Juan de Garay 848, 1153 Buenos Aires, Argentina (the “Distributor”).
SECOND AMENDMENT TO THE AMENDED AND RESTATED FRACTION IV-1 PASTE SUPPLY AGREEMENTPaste Supply Agreement • April 11th, 2013 • Kamada LTD • Pharmaceutical preparations
This Second Amendment to the Amended and Restated Fraction IV-1 Paste Supply Agreement (“Second Amendment”) effective this 22nd day of June, 2011 (“Effective Date”), by and between Baxter Healthcare Corporation having a place of business at One Baxter Way, Westlake Village, California 91361 (hereinafter “BAXTER”), and Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter “KAMADA”). BAXTER and KAMADA shall collectively be referred to as the “Parties”.
SIDE LETTER AGREEMENTSide Letter Agreement • May 15th, 2013 • Kamada LTD • Pharmaceutical preparations
This Side Letter Agreement (this “Letter Agreement”) is made as of March 23, 2011, by and between, Kamada Ltd. (“Kamada”), an Israeli corporation whose principal office is at 7 Sapir St., Science Park, Kiryat Weizmann, Ness Ziona, 74036, Israel, and Baxter Healthcare Corporation (“Baxter”), a Delaware corporation whose principal office is at One Baxter Parkway, Deerfield, Illinois 60015, USA. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreements (as hereinafter defined).
Agreement for the Rendering of ServicesAgreement • March 1st, 2017 • Kamada LTD • Pharmaceutical preparations
THIS AGREEMENT for the rendering of services (the “Agreement”) is entered into as of September 8, 2016 ("Effective Date") by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. (“Yissum”) and Kamada Ltd. (“Company”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] indicates the redacted confidential portions of this exhibit....Services and Supply Agreement • March 15th, 2023 • Kamada LTD • Pharmaceutical preparations • Dublin
TERMINATION AGREEMENTTermination Agreement • March 6th, 2018 • Kamada LTD • Pharmaceutical preparations
This Termination Agreement (this “Termination Agreement”) dated as of November 14th, 2017 (the “Effective Date”), is made by and between Kamada Ltd. (“Kamada”), and Chiesi Farmaceutici S.p.A. (“Chiesi”) (Kamada and Chiesi are jointly referred to herein as the “Parties”).
September 6, 2012 Kamada Ltd. Science Park Kiryat WeizmannSupply and Distribution Agreement • May 15th, 2013 • Kamada LTD • Pharmaceutical preparations
THIRD AMENDMENT TO THEPaste Supply Agreement • February 25th, 2016 • Kamada LTD • Pharmaceutical preparations
DISTRIBUTION AGREEMENTDistribution Agreement • February 24th, 2021 • Kamada LTD • Pharmaceutical preparations • London
Kamada Ltd., a company duly incorporated and registered under the laws of the State of Israel, with principal offices at 2 Holzman Street, Weizmann Science Park, Rehovot 7670402, Israel (the “Supplier”)
Confidential- 3rd AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • March 6th, 2024 • Kamada LTD • Pharmaceutical preparations
This 3rd amendment (the “Amendment”) to the Distribution Agreement dated May 20, 2020 (the “Agreement”), by and between Kamada Ltd., a company organized under the laws of the State of Israel, with its principal office in 2 Holzman Street, Weizmann Science Park, Rehovot 7670402, Israel (“Supplier”), and TUTEUR S.A.C.I.F.I.A., with its principal office at Av. Juan de Garay 850, 2nd Floor, “D”, 1153 Buenos Aires, Argentina (the “Distributor”), is effective as of June 20, 2023 (the “Effective Date”).
English Summary of a lease agreement dated January 30, 2011, by and between the Israel Land Authority and Kamada Assets (2001) Ltd. (the “Agreement”)Kamada LTD • April 11th, 2013 • Pharmaceutical preparations
On January 30, 2011, the Israel Land Authority (the “Landlord”) and Kamada Assets (2001) Ltd. (the “Tenant” and together, the “Parties”) entered into the Agreement for the lease of certain land in Kibbutz Beit Kama. The Agreement incorporates the standard lease terms published by the Landlord in the Official Gazette no. 4818 from November 4, 1999. Set forth below is a summary of the Agreement.
FIFTH AMENDMENT TO THE EXCLUSIVE MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • March 1st, 2017 • Kamada LTD • Pharmaceutical preparations
This FIFTH Amendment to the Exclusive Manufacturing, Supply and Distribution Agreement dated August 23rd, 2010 as amended on September 6th, 2012, May 14th, 2013, February 15th, 2014, and August 25th, 2015, by and between Baxalta US Inc., now part of Shire, having a place of business at 1200 Lakeside Dr., Bannockburn, IL 60060 (hereinafter "Baxalta") and Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter "Kamada") (the "Agreement") is entered into as of this 10th day of August, 2016 (the "Effective Date"). Baxalta and Kamada shall collectively be referred to as the "Parties".
Confidential- 1st AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • April 28th, 2015 • Kamada LTD • Pharmaceutical preparations
This 1st amendment (the "Amendment") to the Distribution Agreement entered into as of August 2nd, 2011 (the "Distribution Agreement"), by and between Kamada Ltd., a company organized under the laws of the State of Israel, with its principal office in 7 Sapir St., Kiryat Weizmann, Ness-Ziona 74036, Israel ("Kamada"), and TUTEUR S.A.C.I.F.I.A., a corporation organized under the laws of Argentina, having its registered office at Av. Juan de Garay 848, 1153 Buenos Aires, Argentina (the "Distributor"), is entered into as of August 19, 2014 (the "Effective Date").
SECOND ADDENDUM TO SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • February 27th, 2019 • Kamada LTD • Pharmaceutical preparations
This second addendum (the “Amendment”) to the Supply and Distribution Agreement dated July 18, 2011 (the “Agreement”) is made and entered into as of October 11, 2018, by and between Kamada Ltd. (“Kamada”), and Kedrion S.p.A.(“Kedrion”).
SECOND AMENDMENT TO THE EXCLUSIVE MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • May 15th, 2013 • Kamada LTD • Pharmaceutical preparations
This Second Amendment to the Exclusive Manufacturing, Supply and Distribution Agreement dated August 23rd, 2010 as amended on September 6th, 2012 by and between Baxter Healthcare Corporation having a place of business at One Baxter Way, Westlake Village, California 91361 (hereinafter “Baxter”) and Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter “Kamada”) (the "Agreement") is entered into as of this 14th day of May, 2013 (the "Effective Date"). Baxter and Kamada shall collectively be referred to as the “Parties”.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] indicates the redacted confidential portions of this exhibit.Letter Agreement • March 15th, 2023 • Kamada LTD • Pharmaceutical preparations
Reference is made to the Distribution Agreement, dated May 20, 2020, as amended on March 18, 2021 (the “Distribution Agreement”), between TUTEUR S.A., a corporation incorporated under the laws of Uruguay (“Distributor”), and Kamada Ltd, a corporation organized under the laws of Israel (“Kamada”, and together with the Distributor, hereinafter, the "Parties"). Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to such terms in the Distribution Agreement celebrated between Kamada and Tuteur S.A.C.I.F.I.A, affiliate company of the Distributor.
LICENSE AGREEMENTLicense Agreement • April 11th, 2013 • Kamada LTD • Pharmaceutical preparations • New York
This License Agreement (this "Agreement") is made and entered into as of November 16, 2006 (the "Effective Date") by and between PARI GmbH Spezialisten für effektive Inhalation (hereinafter called "PARI") a German corporation with principal offices at Moosstrasse 3, 82319 Starnberg, Germany, and Kamada Ltd. (hereinafter called "Kamada"), an Israeli company with principal offices at 7 Sapir St., Kiryat Weizmann Science Park, Ness-Ziona – ISRAEL.
FOURTH AMENDMENT TO THE EXCLUSIVE MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • February 25th, 2016 • Kamada LTD • Pharmaceutical preparations
This FOURTH Amendment to the Exclusive Manufacturing, Supply and Distribution Agreement dated August 23rd, 2010 as amended on September 6th, 2012, May 14th, 2013, and February 15, 2014 by and between Baxalta US Inc., having a place of business at One Baxter Way, Westlake Village, California 91361 (hereinafter “Baxalta”) and Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter “Kamada”) (the "Agreement") is entered into as of this 10th day of August, 2015 (the "Effective Date"). Baxalta and Kamada shall collectively be referred to as the “Parties”.
Amendment No. 1 to the License Agreement of November 16, 2006 (the "License Agreement") between PARI Pharma GmbH and Kamada Ltd.License Agreement • April 11th, 2013 • Kamada LTD • Pharmaceutical preparations
WHEREAS the parties wish to extend the period during which they shall negotiate in good faith the terms and conditions of a Supply Agreement, as stipulated in Section 6.4 of the License Agreement;
