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 24b-2,
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:
1. The
Parties hereto agree that the enumerated sections of the Agreement
shall be amended and restated as follows:
“2.1 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
“12.1
Neither party may assign or transfer this Agreement, in whole or in
part, to a third party without the prior written consent of the
other party, which consent shall not be unreasonably
withheld
