Exhibit 10.4


 



 


FIRST
AMENDMENT 


TO THE



AMENDED
AND RESTATED FRACTION IV-1 PASTE SUPPLY AGREEMENT 


 


This First Amendment
to the Amended and Restated Fraction IV-1 Paste Supply Agreement (“First Amendment”) effective this 10th
day of May, 2011 (“Effective Date”), by and between Baxter Healthcare Corporation having a place of business at One
Baxter Way, Westlake Village, California 91361 (hereinafter “BAXTER”), and Kamada Ltd., having a place of business
at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter “KAMADA”). BAXTER and KAMADA
shall collectively be referred to as the "Parties”.


 


RECITALS


 


WHEREAS, the Parties
entered into an Amended and Restated Fraction IV-1 Paste Supply Agreement (“Agreement”) effective August 23, 2010;


 


WHEREAS, the Parties
desire to amend the Agreement in order to replace the existing Section 1 of Exhibit D “Forecasting” with a new Section
1 of Exhibit D.


 


Now
therefore, it is hereby agreed as follows:


 


		1.	Section 1 of Exhibit D shall be deleted in its entirety and shall be replaced with a new Section
1 which is attached hereto and incorporated herein by reference to this First Amendment.



 


		2.	Except as specifically modified herein, all other terms and conditions of the Agreement and Exhibits
shall remain in full force and effect and are hereby affirmed, confirmed and ratified.



 


IN WITNESS WHEREOF,
the Parties have caused this First Amendment to be executed by their duly authorized representatives.


 


	BAXTER HEALTHCARE

CORPORATION	 	KAMADA LTD.
	 	 	 
	By: 	  /s/ Ludwig Hantson	 	By: 	  /s/ David Tsur
	Name:  Ludwig Hantson	 	Name:  David Tsur
	Title:  CVP,  President – Bioscience	 	Title:  Chief Executive Officer
	Date:	 	 	Date:	 
	 	 	 
	 	 	By: 	  /s/ Eyal Leibovitz
	 	 	Name: Eyal Leibovitz
	 	 	Title:  Chief Financial Officer
	 	 	Date: 	  17/5/11


 




    	 



    	 



    

 


Exhibit D


Forecasting


 


		1.	Forecasting under Section 1 of Exhibit C.  



 


On a [*****] basis, between the
[*****] and the [*****] days of each calendar month the Parties will hold a [*****] conference call or meeting (the “[*****]
Meeting”) during which Baxter and Kamada will discuss, based on an agreed upon format, the status of the Paste supply
plan and Products production plan and, reconcile any changes between this planning cycle and the previous one. Where mutual consent
cannot reconcile any changes over the previous plan, the terms of the Exclusive Manufacturing, Supply and Distribution Agreement
effective August 23, 2010 (“Distribution Agreement”) shall prevail.


 


During the [*****] Meeting:


 


		a.	Baxter will provide Kamada an updated plan containing:



		1.	Finished Products requirements plan for the next rolling [*****];



		2.	Paste delivery schedule (such Paste will not be older than [*****] from teardown to delivery date)
for the next rolling [*****], specifying the teardown date and Source (Source/Recovered and CP/FP);



		3.	Actual performance of the Paste supply plan and any deviations from the plan during the previous
[*****].



 


		b.	Kamada will provide Baxter the following data based on historical performance or good
                                                                                                                        faith non-binding estimate consistent with the data provided in Section a. above, as the case may be:


 [*****]



 





 






[*****] Confidential portions of this document have
been redacted and filed separately with the Securities and Exchange Commission.