EXHIBIT 10.1
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CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. SECTIONS
200.80(B)(4) AND 230.406.
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AMENDMENT TO THE
DEVELOPMENT,
MANUFACTURING AND SUPPLY
AGREEMENT
This Amendment to Development, Manufacturing and
Supply Agreement (the “Amendment”), dated as of
February 28, 2005 between Kensey Nash Corporation, a Delaware
corporation, having its principal place of business at 55 East
Uwchlan Avenue, Exton, PA 19341 (hereinafter referred to as
“KNC”) and Orthovita, Inc., a Pennsylvania corporation,
having its principal place of business at 45 Great Valley Parkway,
Malvern, PA 19355 (hereinafter referred to as
“Orthovita”).
WHEREAS, KNC and Orthovita are
parties to a certain DEVELOPMENT, MANUFACTURING, AND SUPPLY
AGREEMENT, dated March 25, 2003 (the
“Agreement”);
WHEREAS, KNC and Orthovita have
benefited and continue to benefit from products developed jointly
by the parties;
WHEREAS, KNC and Orthovita wish to
extend the term of the Agreement and make certain other
modifications to same regarding the development, manufacturing,
marketing and sale of medical devices for orthopedic applications;
and
WHEREAS, KNC and Orthovita wish to
rely on this Amendment for business planning and other related
reasons.
NOW, THEREFORE, in consideration of
the foregoing premises and the mutual covenants and agreements
provided herein, the parties hereto, intending to be legally bound
hereby, agree as follows:
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1.
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The Parties
hereto agree that the enumerated sections of the Agreement shall be
amended and restated as follows:
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“2.1
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This Agreement
shall commence on the Effective Date and, unless earlier terminated
as provided herein, continue for ten (10) years from the date of
the First Commercial Sale (the “Initial Term”). The
Initial Term shall be automatically extended for one additional
three (3) year term (the “Successive Term”), unless
written notice is provided by either party at least six months
prior to the expiration of the Initial Term (the Initial Term and
the Successive Term are collectively referred to as the
“Term”).”; and
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“12.1
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Neither party
may assign or transfer this Agreement, in whole or in part, to a
third p
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