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EXHIBIT 10.10
ADDENDUM
TO SUPPLY AGREEMENT DATED MARCH 25TH, 2004
ENTERED INTO AND SIGNED ON THIS 30TH DAY OF JUNE, 2004
BY AND BETWEEN:
OMRIX BIOPHARMACEUTICALS LTD.
whose address for the purposes hereof is:
MDA Blood center
Tel Hasbomer Hospital
Kiryat Ono Israel
(Hereinafter referred to as: "OMRIX")
OF THE FIRST PART;
AND
PLASTMED LTD. REG. NO. 51-352193-7
a company registered in Israel,
whose address for the purposes hereof is
at 5 Beit Harishomm St.
Emek Hefer Industrial Zone 388 00
(Hereinafter referred to as: "PLASTMED")
OF THE SECOND PART:
WHEREAS:
The Parties have entered on March 25th, 2004
into a manufacture and supply AGREEMENT (hereinafter the
"AGREEMENT") of Quixil application Devices (as defined in the
Agreement); and
WHEREAS:
The parties wish to amend certain provisions of the
Agreement relating to the molds required for the manufacture
of the Devices and terms of payment relating thereto, as more
fully
set forth in this Addendum to the Agreement (the "ADDENDUM").
NOW THEREFORE IT IS AGREED, DECLARED AND STIPULATED BETWEEN THE
PARTIES AS
FOLLOWS:
1. The
Preamble to this Addendum forms an integral part hereof and shall
be
binding
upon the parties as the Addendum itself.
2. This
Addendum forms an integral part of the Agreement, and unless
specifically amended herewith, the provisions of the Agreement
shall be
binding
upon the parties hereto and shall remain in full force and
effect.
3. Without
prejudice to the provisions of Section 5.2 of the
Agreement
and notwithstanding any other provision or the Agreement or the
contrary,
it is agreed that PlastMed is solely and fully responsible for
the design
and planning of the mold, and that the molds will be ready for
manufacture of the Devices in not later than 7 (seven) months as of
the
signing
date of the Agreement.
PORTIONS
OF THIS EXHIBIT MARKED BY AN *** HAVE BEEN OMITTED PURSUANT
TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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2
In view of
the passage of time since the date the Agreement was executed
by the
Parties, the Parties hereby agree that all dates and periods
mentioned
therein shall be deemed as postponed and delayed by six weeks.
4. Payment
terms of the amount of (euro) *** (*** Euro) described in
Section
5.2 of the Agreement are hereby replaced with the following
terms:
4.1.
(euro) *** (*** Euro)
designated to cover setup and local expenses,
shall be paid in advance upon the signing of this Addendum.
4.2.
The balance in the
amount of (euro) *** (*** Euro) shall be paid
within 30 days of signature hereof (the "BALANCE PAYMENT
DATE"),
against the receipt of" autonomous bank guaranties, as
stipulated below, issued by one of the leading bank in Israel,
in
the form attached as ANNEX A hereto:
4.2.1.A Bank Guarantee, in the form attached as ANNEX A hereto
(hereinafter: a "BANK GUARANTY"), in the amount of (euro)
*** (*** Euro), valid for a period of 20 (TWENTY) WEEKS
commencing upon the Balance Payment Date.
Without prejudice to the autonomous nature of this Bank
Guaranty, Omrix may exercise this Bank Guaranty in the event
of failure by PlastMed to supply Omrix detailed design
drawings for the following molds Vial Cup 2.5 ml, Vial holder,
syringe body and valve care within 14 (fourteen) weeks of the
date hereof all in accordance with the amended provisions of
the Agreement and the Technical Specifications, attached as
Annex A thereto.
In the event the above design drawings were delivered on time,
Omrix shall have a period of 2 (two) weeks from receipt of
such detailed design drawings, to approve or disapprove
whether they comply with the Technical Specifications
attached as Annex A to the Agreement.
In the event of an approval notice, Omrix shall return
immediately the Guaranty to PlastMed. In the event of a
disapproval notice Omrix shall give written details as to the
nature of the disapproval including any and all defect
and / or flaws ("DETAILS OF DISAPPROVAL) and PlastMed shall
take all actions required in order to correct and amend same
within a period of 4 (four) weeks commencing upon the receipt
of the Details of Disapproval. Upon the end of such 4 (four)
weeks period Omrix shall be entitled to exercise this Bank
Guaranty only if PlastMed failed to amend the defects and / or
flaws. In any other event, Omrix shall return the Bank
Guaranty immediately to PlastMed.
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3
4.2.2. A Bank
Guarantee in the amount of (euro) *** (*** Euro),
valid for a period of 20 (TWENTY) WEEKS commencing upon
the Balance Payment Date.
Without prejudice to the autonomous nature of this Bank
Guaranty, Omrix may exercise this Bank Guaranty in the
event of failure by PlastMed to supply detailed design
drawings for the syringe holder molds within 14
(fourteen) weeks of the date hereof all in accordance
with the amended provisions of the Agreement and the
Technical Specifications attached as Annex A thereto.
In the event the above design drawings were delivered on
time, Omrix shall have a period of 2 (two) weeks of
receipt of such detailed design drawings, to approve or
disapprove whether they comply with the Technical
Specifications attached as Annex A to the Agreement.
In the event of an approval notice, Omrix shall return
immediately the Guaranty to PlastMed. In the event of a
disappro
