EXHIBIT 10.10
ADDENDUM
TO SUPPLY AGREEMENT DATED MARCH 25TH, 2004
ENTERED INTO AND SIGNED ON THIS 30TH DAY OF JUNE, 2004
BY AND BETWEEN: OMRIX BIOPHARMACEUTICALS LTD.
whose address for the purposes hereof is:
MDA Blood center
Tel Hasbomer Hospital
Kiryat Ono Israel
(Hereinafter referred to as: "OMRIX")
OF THE FIRST PART;
AND
PLASTMED LTD. REG. NO. 00-000000-0
a company registered in Israel,
whose address for the purposes hereof is
at 0 Xxxx Xxxxxxxxx Xx.
Xxxx Xxxxx Industrial Zone 388 00
(Hereinafter referred to as: "PLASTMED")
OF THE SECOND PART:
WHEREAS: The Parties have entered on March 25th, 2004
into a manufacture and supply AGREEMENT (hereinafter the
"AGREEMENT") of Quixil application Devices (as defined in the
Agreement); and
WHEREAS: The parties wish to amend certain provisions of the
Agreement relating to the molds required for the manufacture
of the Devices and terms of payment relating thereto, as more fully
set forth in this Addendum to the Agreement (the "ADDENDUM").
NOW THEREFORE IT IS AGREED, DECLARED AND STIPULATED BETWEEN THE PARTIES AS
FOLLOWS:
1. The Preamble to this Addendum forms an integral part hereof and shall be
binding upon the parties as the Addendum itself.
2. This Addendum forms an integral part of the Agreement, and unless
specifically amended herewith, the provisions of the Agreement shall be
binding upon the parties hereto and shall remain in full force and effect.
3. Without prejudice to the provisions of Section 5.2 of the
Agreement and notwithstanding any other provision or the Agreement or the
contrary, it is agreed that PlastMed is solely and fully responsible for
the design and planning of the mold, and that the molds will be ready for
manufacture of the Devices in not later than 7 (seven) months as of the
signing date of the Agreement.
PORTIONS OF THIS EXHIBIT MARKED BY AN *** HAVE BEEN OMITTED PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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In view of the passage of time since the date the Agreement was executed
by the Parties, the Parties hereby agree that all dates and periods
mentioned therein shall be deemed as postponed and delayed by six weeks.
4. Payment terms of the amount of (euro) *** (*** Euro) described in
Section 5.2 of the Agreement are hereby replaced with the following terms:
4.1. (euro) *** (*** Euro) designated to cover setup and local expenses,
shall be paid in advance upon the signing of this Addendum.
4.2. The balance in the amount of (euro) *** (*** Euro) shall be paid
within 30 days of signature hereof (the "BALANCE PAYMENT DATE"),
against the receipt of" autonomous bank guaranties, as
stipulated below, issued by one of the leading bank in Israel, in
the form attached as ANNEX A hereto:
4.2.1.A Bank Guarantee, in the form attached as ANNEX A hereto
(hereinafter: a "BANK GUARANTY"), in the amount of (euro)
*** (*** Euro), valid for a period of 20 (TWENTY) WEEKS
commencing upon the Balance Payment Date.
Without prejudice to the autonomous nature of this Bank
Guaranty, Omrix may exercise this Bank Guaranty in the event
of failure by PlastMed to supply Omrix detailed design
drawings for the following molds Vial Cup 2.5 ml, Vial holder,
syringe body and valve care within 14 (fourteen) weeks of the
date hereof all in accordance with the amended provisions of
the Agreement and the Technical Specifications, attached as
Annex A thereto.
In the event the above design drawings were delivered on time,
Omrix shall have a period of 2 (two) weeks from receipt of
such detailed design drawings, to approve or disapprove
whether they comply with the Technical Specifications
attached as Annex A to the Agreement.
In the event of an approval notice, Omrix shall return
immediately the Guaranty to PlastMed. In the event of a
disapproval notice Omrix shall give written details as to the
nature of the disapproval including any and all defect
and / or flaws ("DETAILS OF DISAPPROVAL) and PlastMed shall
take all actions required in order to correct and amend same
within a period of 4 (four) weeks commencing upon the receipt
of the Details of Disapproval. Upon the end of such 4 (four)
weeks period Omrix shall be entitled to exercise this Bank
Guaranty only if PlastMed failed to amend the defects and / or
flaws. In any other event, Omrix shall return the Bank
Guaranty immediately to PlastMed.
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4.2.2. A Bank Guarantee in the amount of (euro) *** (*** Euro),
valid for a period of 20 (TWENTY) WEEKS commencing upon
the Balance Payment Date.
Without prejudice to the autonomous nature of this Bank
Guaranty, Omrix may exercise this Bank Guaranty in the
event of failure by PlastMed to supply detailed design
drawings for the syringe holder molds within 14
(fourteen) weeks of the date hereof all in accordance
with the amended provisions of the Agreement and the
Technical Specifications attached as Annex A thereto.
In the event the above design drawings were delivered on
time, Omrix shall have a period of 2 (two) weeks of
receipt of such detailed design drawings, to approve or
disapprove whether they comply with the Technical
Specifications attached as Annex A to the Agreement.
In the event of an approval notice, Omrix shall return
immediately the Guaranty to PlastMed. In the event of a
disapproval notice Omrix shall give written details as
to the nature of the disapproval including any and all
defect and or flaws ("DETAILS OF DISAPPROVAL") and
PlastMed shall take all actions required in order to
correct and amend same within a period of 4 (four) weeks
commencing upon the receipt of the Details of
Disapproval. Upon the end of such 4 (four) weeks period
Omrix shall be entitled to exercise this Bank Guaranty
only if PlastMed failed to amend the defects and / or
flaws. In any other event, Omrix shall return the Bank
Guaranty immediately to PlastMed.
4.2.3. A Bank Guarantee in the amount of (euro) *** (*** Euro),
valid for a period of 35 (THIRTY FIVE) WEEKS commencing
upon the Balance Payment Date.
Without prejudice to the autonomous nature of this Bank
Guaranty, Omrix may exercise this Bank Guaranty in the
event of failure by PlastMed to have the following molds
supplied: Vial Cup 2.5ml, Vial holder, syringes body and
valve core within 30 (thirty) weeks of the date hereof
all in accordance with the amended provisions of the
Agreement and the Technical Specifications attached as
Annex A thereto.
In the event the above molds were delivered on time,
Omrix shall have a period of 2 (two) weeks of receipt of
notice of such delivery, to approve or disapprove
whether the molds comply with the Technical
Specifications attached as Annex A to the Agreement.
In the event of an approval notice, Omrix shall return
immediately the Guaranty to PlastMed. In the event of a
disapproval notice Omrix shall give written details as
to the
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nature of the disapproval including my and all defect
and or flaws ("DETAILS OF DISAPPROVAL") and PlastMed
shall take all actions required in order to correct and
amend same within a period of 4 (four) weeks commencing
upon the receipt of the Details of Disapproval. Upon the
end of such 4 (four) weeks period Omrix shall be
entitled to exercise this Bank Guaranty only if PlastMed
failed to amend the defects and / or flaws. In any other
event, Omrix shall return the Bank Guaranty immediately
to PlastMed.
4.2.4. A Bank Guarantee in the amount of (euro) *** (*** Euro),
valid for a period of 37 (THIRTY SEVEN) WEEKS commencing
upon the Balance Payment Date.
Without prejudice to the autonomous nature of this Bank
Guaranty, Omrix may exercise this Bank Guaranty in the
event of failure by PlastMed to have the molds for the
syringes holder set supplied within 30 (thirty) weeks of
the date hereof all in accordance with the amended
provisions of the Agreement and the Technical
Specifications attached as Annex A thereto.
In the event the above molds were delivered on time,
Omrix shall have a period of 2 (two) weeks of receipt of
notice of such delivery, to approve or disapprove
whether the molds comply with the Technical
Specifications attached as Annex A to the Agreement.
In the event of an approval notice, Omrix shall return
immediately the Guaranty to PlastMed.
In the event of a disapproval notice Omrix shall give
written details as to the nature of the disapproval
including any and all defect and / or flaws ("DETAILS OF
DISAPPROVAL") and PlastMed shall take all actions
required in order to correct and amend same within a
period of four (four) weeks commencing upon the receipt
of the Details of Disapproval Upon the end of such 4
(four) weeks period Omrix shall of entitled to exercise
this Bank Guaranty only if PlastMed failed to amend the
defects and / or flaws. In any other event Omrix shall
return the Bank Guaranty immediately to PlastMed.
4.2.5. A Bank Guarantee in the amount of (euro) *** (*** Euro),
valid for a period of 44 (forty four) WEEKS commencing
upon the Balance Payment Date.
Without prejudice to the autonomous nature of this Bank
Guaranty, Omrix may exercise this Bank Guaranty in the
event of failure by PlastMed to timely supply the first
Purchase Order of Devices, all in accordance with the
amended provisions of the Agreement and the Technical
Specifications attached as Annex A thereto.
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In the event of timely delivery, Omrix shall have a
period of 4 (four) weeks to approve or disapprove
whether the Devices comply with the Technical
Specifications attached as Annex A to the Agreement.
In the event of an approval notice, Omrix shall return
immediately the Guaranty to PlastMed.
In the event of a disapproval notice, Omrix shall give
written details as to the nature of the disapproval
including any and all defect and / or flaws ("DETAILS OF
DISAPPROVAL") and PlastMed shall take all actions
required in order to correct and amend same within a
period of 4 (four) weeks commencing upon the receipt of
the Details of Disapproval Upon the end of such 4 (four)
weeks period Omrix shall be entitled to exercise this
Bank Guaranty only if PlastMed failed to amend the
defects and / or flaws. In any other event Omrix shall
return the Bank Guaranty immediately to PlastMed.
For the avoidance of doubt, in the event that Omrix has not
delivered PlastMed with a written notice of approval or disapproval
(as the case may be) within the periods prescribed above ("DELAY"),
all periods and corresponding time bars in the Agreement shall be
postponed and extended respectively, to reflect any such Delay.
4.3. Omrix shall reimburse PlastMed for half of the Bank Guaranty
expenses
4.4. For avoidance of doubt exercise by Omrix of any or all of the Bank
Guaranties shall not derogate from any right and/or remedy it may
have under the Agreement and/or the Law, provided that, in any
event, Omrix shall not be entitled to receive or demand the molds,
as prescribed in section 5.6 of the Agreement, until after due
payment of the entire sum in section 4 above and after it has
returned all the un-exercised Bank Guarantees detailed in
sub-sections 4.2.1-4.2.5
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS ADDENDUM:
/s/ Authorized Officer /s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxxx
----------------------- ------------------------------------------
PLASTMED OMRIX
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ANNEX A
BANK GUARANTEE
Issuing Bank:
________________
__________ branch,
Tel Aviv, ISRAEL
(the "BANK")
To:
Omrix Biopharmaceuticals Ltd.
MDA Blood center
Tel Hashomer Hospital
Kiryat Ono, Israel
(the "BENEFICIARY")
We hereby establish our irrevocable autonomous Bank Guarantee No.________ (the
"GUARANTEE") in favor of OMRIX BIOPHARMACEUTICALS LTD. (hereinafter the
"BENEFICIARY"), at the request and for the account of PlastMed Ltd. (hereinafter
"PLASTMED") with regard to the Agreement between the Beneficiary and PlastMed
dated March 25th, 2004 and amended on June ____, 2004.
Accordingly, we hereby guarantee and undertake to pay the Beneficiary in
accordance with the terms hereof, a sum which shall not exceed the amount of
____________________________Euro ((euro)_______), within 7 (seven) working days
from receipt of a written original demand duly signed by the Beneficiary.
This Guarantee shall come into force upon remittance by the Beneficiary to
PlastMed's designated account of (euro) *** (*** Euro) and will expire
by_______, and will be considered null and void whether or not it is returned
to us.
This Guarantee is neither transferable nor assignable in any way whatsoever.
This Guarantee shall be governed by and construed according to the laws of the
State of Israel. Any dispute arising under or in relation to this Guarantee
shall be resolved solely and exclusively in the Tel-Aviv-Jaffa competent
courts, and each of the parties hereby submits irrevocably to the jurisdiction
of such courts.
All notices and other communications required or permitted hereunder to be given
to the Bank shall be in writing in the Hebrew or in the English language and
shall be mailed by registered mail, or otherwise delivered by courier, by hand
or by messenger addressed to Bank's address at_____________________________ ,
Tel-Aviv or at such Other address as the Bank shall notify each other party in
writing as above provided.
Yours faithfully,
________________
