Exhibit 4.27
Modification 0004
Confidential
treatment has been requested for certain portions of this exhibit.
the copy filed herewith omits the information subject to the
confidential treatment request. Omissions are designated as
“[*****]” or “*****”. A complete version of
this exhibit has been filed separately with the Commission pursuant
to an application for confidential treatment under Rule 24b-2
promulgated under the Securities Exchange Act of 1934, as
amended.
MODIFICATION
0001
TO THE
DISTRIBUTION, MANUFACTURING,
AND LICENSE AGREEMENT
BETWEEN ACAMBIS RESEARCH AND
BAXTER
DATED JANUARY 13,
2003
(the “Distribution
Agreement”)
Modification
No.: 0001
Effective Date:
13 May 2003
Description of
Modification:
(a) Revises
Provision 6.0, Title and Risk of Loss (b) Revises Attachment C,
Sample Indemnification Template Baxter shall use the revised
Attachment C herein for all offers made to Customers in the
Territory on or after the date of this Modification.
Authority for,
and type of, modification: Bilateral Supplemental
Agreement
Total Change to
Subcontract value: $0.00 (No Change)
Changes to
Subcontract:
See
attached Pages 2 and 3.
RELEASE OF
CLAIMS
In
consideration of the modifications made above, this Modification is
in full settlement of any right the Parties may have to any
equitable adjustment(s) as a result of the changes made herein.
Except to the extent modified herein, the terms and conditions of
the Distribution Agreement remain unchanged. This supplemental
agreement constitutes the full agreement of the parties and
supercedes any prior agreements with respect to the changes made
herein.
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For: ACAMBIS
RESEARCH
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For: BAXTER HEALTHCARE S.A.
and
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LIMITED
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BAXTER HEALTHCARE
CORPORATION
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[****]
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[****]
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[****]
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[****]
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Execution Date 13 May
2003
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Execution Date 12 May
2003
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Article
6.0
Delete: Article
6.0
Substitute:
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6.0
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TITLE
AND RISK OF LOSS
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6.1
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Legal
title to the vaccine product involved in the performance under this
Agreement shall pass for each Scenario outlined in Article 5
according to this Article.
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6.1.1
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Scenarios
1 and 2: Legal title to the Crude Bulk Vaccine shall pass from
Baxter to Acambis Research upon shipment from ****** (EXW Incoterms
2000). Where BHSA is the Seller of the Product, legal title to the
released vaccine shall vest in BHSA upon Baxter’s receipt of
(1) the ACAM 2000 Smallpox Vaccine Release Certificate, and (2) the
Certificate of Analysis for Smallpox Vaccine, Lypophilized both of
which have been completed and signed by the Director of Acambis
Inc. Quality Assurance or his/her designee. Title to the released
vaccine that transfers under this provision 6.1.1 shall vest in
BHSA only to the extent that BHSA has a firm (signed) order from a
Customer in the Territory and Acambis Research has approved that
order in accordance with Provisions 3.1.4 and 3.1.5.
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6.1.2
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Scenarios
3 and 4: Legal title to the vaccine shall be borne by BHSA until
Customer’s receipt of Product. Where Acambis Research is the
Seller, then legal title to the vaccine shall vest in Acambis
Research upon Acambis Research’s receipt of the
vaccine’s certificate of analysis.
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6.1.3
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Scenario
5: Legal title to the vaccine shall be borne by Acambis Research.
Legal title to the released vaccine shall vest in BHSA upon
Baxter’s receipt of (1) the ACAM 2000 Smallpox Vaccine
Release Certificate, and (2) the
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