SUPPLY AGREEMENT BY AND BETWEEN BAYER HEALTHCARE LLC BIOLOGICAL PRODUCTS DIVISION BERKELEY, CALIFORNIA AND TALECRIS BIOTHERAPEUTICS, INC. RALEIGH, NORTH CAROLINASupply Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (this “Agreement”) is entered into as of March 31, 2005 (the “Effective Date”), by and between Bayer HealthCare LLC, Biological Products Division (“Bayer”) and Talecris Biotherapeutics, Inc. (f/k/a NPS BioTherapeutics, Inc.) (“Supplier,” along with Bayer, the “Parties”).
PROLASTIN DIRECTSM AMENDED AND RESTATED SERVICES AGREEMENTAnd Restated Services Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • North Carolina
THIS AMENDED AND RESTATED SERVICES AGREEMENT (“Agreement”) is made and entered into as of this 1st day of January, 2009 (the “Effective Date”) by and between TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation (“Talecris”), and CENTRIC HEALTH RESOURCES, INC., a Delaware corporation (“CHR”). Talecris and CHR may each be referred to herein as a “party” or collectively as the “parties”.
CONTRACT FRACTIONATION SERVICES AND COMMERCIAL PRODUCTS AGREEMENTContract Fractionation Services and Commercial Products Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
NOW THEREFORE in consideration of the premises, covenants and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
MASTER CONSULTING AND ADVISORY SERVICES AGREEMENTMaster Consulting and Advisory Services Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
THIS MASTER CONSULTING AND ADVISORY SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of this 18th day of July, 2008 (the “Effective Date”), by and between CERBERUS OPERATIONS AND ADVISORY COMPANY LLC, a Delaware limited liability company with offices at 299 Park Avenue, New York, New York 10171 (“COAC”), and TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation, with offices at 4101 Research Commons, 79 T.W. Alexander Drive, Research Triangle Park, North Carolina 27709, on behalf of itself and any of its wholly owned subsidiaries which may sign and Engagement Letter as hereinafter defined (“Talecris”). For purposes of this Agreement, COAC and Talecris each may be referred to individually as a “Party” and together, as the “Parties”.
AGREEMENT ***TEXT OMITTED AND SUBMITTED SEPARATELY PURSUANT TO CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 230.406 BETWEEN AND AMONGST HÉMA-QUÉBEC AND TALECRIS BIOTHERAPEUTICS LTD. AND TALECRIS BIOTHERAPEUTICS INC.Fractionation Services and Commercial Products Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Ontario
NOW THEREFORE in consideration of the premises, covenants and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware
This FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT, dated as of August17, 2009 (this “Amendment”), is made and entered into by and among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation (the “Company”), and TALECRIS HOLDINGS, LLC, a Delaware limited liability company (“Talecris LLC”).
SECOND AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • New York
This SECOND AMENDMENT TO MANAGEMENT AGREEMENT (this “Second Amendment “) is made as of August 17 2009, by and between CERBERUS-PLASMA HOLDINGS LLC, a Delaware limited liability company (“Cerberus”), AMPERSAND 2001 LIMITED PARTNERSHIP, a Delaware limited partnership (“Ampersand”) and together with Cerberus, the “Managers”), TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation (“Holdco”) and TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation (“Newco” and together with Holdco, the “Companies”).
AMENDMENT TO SUPPLY AGREEMENT BY AND BETWEEN BAYER HEALTHCARE LLC AND TALECRIS BIOTHERAPEUTICS, INCSupply Agreement • September 11th, 2009 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations
This Amendment is entered into as of June 30, 2008 and amends the Supply Agreement by and between Talecris Biotherapeuties, Inc. (“Talecris”) and Bayer Healthcare LLC (“Bayer”) dated March 31, 2005 (“Agreement”).
