EXHIBIT 10.1
AMENDMENT NO. 3 TO MANUFACTURING
AGREEMENT
THIS AMENDMENT NO. 3 TO
MANUFACTURING AGREEMENT (this “ Third
Amendment ”) is made and entered into as of
March 25, 2009 (the “ Effective Date
”), by and between Osiris Therapeutics, Inc., a Delaware
corporation (“ Osiris ”), and
NuVasive, Inc., a Delaware corporation (“
NuVasive ”).
RECITALS
WHEREAS, on May 8, 2008, Osiris
and NuVasive entered into an Asset Purchase Agreement pursuant to
which Osiris agreed to sell, and NuVasive agreed to purchase,
technology related to manufacturing the Osteocel product line (as
more specifically set forth therein), such sale and purchase taking
place July 24, 2008, which Asset Purchase Agreement was
subsequently amended September 30, 2008 (the “
Purchase Agreement ”).
WHEREAS, pursuant to the Purchase
Agreement, on July 24, 2008, Osiris and NuVasive entered into
a Manufacturing Agreement whereby Osiris agreed to manufacture and
deliver to NuVasive, and NuVasive agreed to purchase, the Product
(as defined therein), which Manufacturing Agreement was
subsequently amended on September 30, 2008 and on
October 22, 2008 (the “ Manufacturing
Agreement ”).
WHEREAS, Osiris and NuVasive wish to
enter into this Third Amendment to provide for the end of the Term
of the Manufacturing Agreement and to provide for the terms and
conditions associated with such termination.
NOW, THEREFORE, in consideration for
the mutual covenants of the parties expressed herein, the
sufficiency of which consideration is acknowledged, it is agreed
that the Manufacturing Agreement is amended as of the Effective
Date as follows:
AMENDMENT
1.
Defin
