EXHIBIT 10.21
SECOND AMENDMENT
TO
DISTRIBUTION
AGREEMENT
FOR FLUVIRAL™ (INFLUENZA
VACCINE)
THIS SECOND AMENDMENT is entered into as of the
5 th day of October, 2006, by and between ID Biomedical
Corporation (“IDB”) and Henry Schein,
Inc.(“HSI”) (the “Second
Amendment”).
WHEREAS, HSI and IDB have entered into a certain
Distribution Agreement for Fluviral ™ influenza vaccine as of December 2,
2004, as amended by the Amendment effective October 2, 2006
(“Agreement”);
WHEREAS, HSI and IDB desire to further amend
certain terms of the Amendment for the 2006/2007 Flu Season
only;
NOW, THEREFORE, in consideration of the mutual
covenants contained hereto, the parties, intending to be legally
bound, agree to further amend the Amendment that applies to the
2006/2007 Flu Season only as follows:
1.
The next to the last sentence of
subparagraph (a) of the revised Section 3.1 of the Amendment is
hereby deleted and restated in its entirety as follows:
“HSI hereby agrees to provide
distribution services in connection with the sales of such doses
and to charge the end use customer no more than the price
negotiated by IDB with the end user customer (HSI may charge less
if it elects to do so), and HSI shall pay IDB for such doses the
Purchase Price set forth in Section 2(A)(v) of Schedule 1 of the
Agreement, provided that HSI’s obligation to pay IDB the
Purchase Price for such doses shall be contingent on HSI’s
receipt of payment from the end user customer for the
doses.”
2. The
second sentence of subparagraph 3.1 (b) is deleted and restated in
its entirety as follows:
“Any written notice from HSI
must specify the amount of Product it elects to purchase for
delivery and release in November and a requested delivery schedule
that is consistent with the estimated delivery schedule described
in subsection (a) above, and IDB shall use commercially reasonable
efforts to distribute product in accordance with such proposed
delivery schedule, provided that any Pr
