EXHIBIT 10.23
Portions of this agreement have
been omitted and separately filed with the SEC with a request for
confidential treatment. The location of those omissions have been
noted by [**].
AMENDMENT TO DISTRIBUTION
AGREEMENT
This Amendment (this
“Amendment”) is entered into as of October 15, 2008, by
and between ID Biomedical Corporation (“IDB”) and Henry
Schein, Inc. (“HSI”).
HSI and IDB have entered into a
certain Distribution Agreement for Fluviral influenza vaccine as of
December 2, 2004 and have entered into certain amendments to that
agreement from time to time (as amended, the
“Agreement”). In December 2005, IDB became a wholly
owned subsidiary of GlaxoSmithKline Inc., a wholly owned subsidiary
of GlaxoSmithKline plc and an affiliate of SmithKline Beecham
Corporation d/b/a GlaxoSmithKline (“GSK”). HSI and IDB
desire to make certain amendments to the Agreement as set forth
herein.
NOW THEREFORE, in consideration of
the mutual covenants and agreements contained herein, and upon the
terms and subject to conditions set forth below, HSI and IDB,
intending to be legally bound hereby, agree to amend the Agreement
as follows:
1.
Definitions . All capitalized terms used in this
Amendment without definition shall have the meanings set forth in
the Agreement.
2.
Federal Excise Tax . Section 4.1 is hereby amended,
retroactively to the Effective Date of the Agreement and for all
Flu Seasons under the Agreement, by adding the following sentences
at the end thereof: “For purposes of clarification, in
addition to the Purchase Price, HSI shall also pay to IDB for all
Product shipped to HSI all applicable Federal excise taxes on all
Product shipped to HSI in effect on the date of IDB’s
shipment of Product to HSI; and any such Federal excise tax shall
not be included in the calculation of [**] either as amounts
invoiced or as a reduction of the gross amounts invoiced. In the
event that any Product sold to HSI on which HSI has paid IDB the
Federal excise tax is not used in a Flu Season, HSI may return each
Product to IDB’s designated location for such returns and IDB
will seek reimbursement for the Federal excise tax paid by HSI from
the Federal government and will pay any such reimbursement to HSI.
Any such return or reimbursement will not include a refund or
reimbursement by IDB of the Purchase Price of such Product, except
as otherwise specifically provided in the Agreement. In the event
that the laws, rules or regula
