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
”).
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:
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1.
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Defined Terms
. Except as otherwise
provided in this Amendment, capitalized terms will have the
meanings as
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