Exhibit 10.2


 



 


 


TECHNOLOGY LICENSE AGREEMENT


 


BY AND AMONG


 


KAMADA LTD.


 


AND


 


BAXTER HEALTHCARE S.A.


 


DATED: AUGUST 23, 2010


  



    	 



    	 



    

 





TECHNOLOGY LICENSE AGREEMENT


 


THIS TECHNOLOGY
LICENSE AGREEMENT (this “Agreement”) is made and entered into as of 5:00 PM Eastern Daylight Time, August
23, 2010 (the “Effective Date”), by and among Kamada, Ltd., an Israeli corporation, having a principal place
of business at Science Park, Kiryat Weizmann, 7 Sapir Street, P.O. Box 4081, Ness Ziona 74140, Israel (“Kamada”)
and Baxter Healthcare SA (“Baxter”) a Swiss corporation having a principal place of business at Postfach, 8010,
Zurich, Switzerland.


 


RECITALS


 


WHEREAS, Baxter
is in the business of developing, making, marketing and selling biopharmaceutical products, including A1PI (as defined below);


 


WHEREAS, pursuant
to that certain exclusive manufacturing and distribution agreement by and between the Parties (or their Affiliates) dated as of
the date hereof (the “Distribution Agreement”), Kamada is willing to grant to Baxter the exclusive right to
distribute and sell the Product (as defined in the Distribution Agreement) in the Baxter Territory in the Field (as defined below);


 


WHEREAS, Kamada
owns certain intellectual property, confidential information, and regulatory licenses relating to the production of A1PI biopharmaceutical
products;


 


WHEREAS, Kamada
is willing to license this intellectual property to Baxter and Baxter is willing to accept a license to the intellectual property
on the terms set forth herein; and


 


WHEREAS, Kamada
is willing to assist Baxter in its development of the capability to implement Kamada’s production technology in Baxter’s
facility for the purpose of processing A1PI from human plasma derived Cohn fraction IV-1 for Baxter Products for sale in the Baxter
Territory.


 


NOW, THEREFORE,
in consideration of the foregoing and the covenants and promises contained in this Agreement and in accordance with and subject
to the terms and conditions specified below, the Parties agree as follows:


 


AGREEMENT


 


ARTICLE
1.    DEFINITIONS. In this Agreement, the terms set forth below with initial capital letters
shall have the meanings assigned to them, unless the context shall indicate a contrary intention.


 


		1.1	“Additional Development”
                                                               shall have the meaning set forth in Section ‎8.2.



 


		1.2	“Additional Indication
                                                               Development IP” shall have the meaning set forth in Section
                                                               ‎8.3.



 




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		1.3	“Affiliate”
                                                               shall mean, with respect to either party, those entities controlled
                                                               by, in control of, or under common control with such Party. A corporation
                                                               or non-corporate business entity shall be regarded as in control
                                                               of another corporation or business entity (a) if it owns or directly
                                                               or indirectly controls a majority of the voting stock or other
                                                               ownership interest of the other entity, or (b) in the absence of
                                                               the ownership of a majority of the voting stock or other ownership
                                                               interest of such entity, if it possesses, directly or indirectly,
                                                               the power to direct or cause the direction of the management and
                                                               policies of such corporation or non-corporate business entity,
                                                               as applicable.



 


		1.4	“Affiliated Parties”
                                                               shall mean in respect of any specified Party, all Affiliates, directors,
                                                               officers, employees and Representatives of such Party.



 


		1.5	“A1PI” shall
                                                               mean human alpha-one antitrypsin, also known as alpha-one proteinase
                                                               inhibitor.



 


		1.6	“A1PI IV Product”
                                                               shall mean the Baxter Product under this Agreement and the Product
                                                               under the Distribution Agreement.



 


		1.7	“Baxter Facility”
                                                               shall mean any facility owned by or on behalf Baxter or an Affiliate
                                                               of Baxter that is used to manufacture the Baxter Product.



 


		1.8	“Baxter Indemnified Parties”
                                                               shall have the meaning set forth in Section ‎11.1.



 


		1.9	“Baxter Product”
                                                               shall mean any A1PI concentrate prepared by and/or on behalf of
                                                               Baxter, other than by Kamada and its Affiliates, from human plasma
                                                               IV-1 or IV-1+4 for intravenous administration that is encompassed
                                                               by a claim of the Kamada Licensed Patent Rights, or produced using
                                                               the Kamada Licensed Know-How.



 


		1.10	“Baxter Product IP”
                                                                shall have the meaning set forth in Section ‎4.6.



 


		1.11	“Baxter Product IP Option”
                                                                shall have the meaning set forth in Section ‎4.6.



 


		1.12	“Baxter Territory”
                                                                shall mean collectively the United States of America including
                                                                its territories and possessions, Canada, Australia and New Zealand.



 


		1.13	“Baxter Trademarks”
                                                                shall mean those trademarks developed by Baxter to market, offer
                                                                for sale, sell, and have sold Baxter Products, and trademarks
                                                                associated with Baxter and its affiliates as pharmaceutical manufacturing
                                                                entities.



 


		1.14	“Biological Materials”
                                                                shall mean those biological materials provided by Kamada to Baxter
                                                                as set forth in the Technology Sharing Plan.



 


		1.15	“BLA” shall
                                                                mean a biologics license application filed with the FDA pursuant
                                                                to 21 C.F.R. § 601.2 et seq., (or any foreign equivalent
                                                                filed) with the Regulatory Authorities in a country or territory
                                                                to obtain authorization to market A1PI IV Product in such country
                                                                or territory.



 




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		1.16	“BLA Party”
                                                                shall mean, with respect to each BLA, the Party that owns or holds
                                                                such BLA pursuant to Section ‎7.2‎7.2(a).



 


		1.17	“BLA Supplement”
                                                                shall mean a supplement to a BLA Application filed with the FDA
                                                                pursuant to 21 C.F.R. § 601.2 et seq., (or any foreign equivalent)
                                                                filed with the Regulatory Authorities in a country or territory
                                                                to modify or amend the referenced BLA including, inter alia,
                                                                to add a Baxter Facility to the BLA.



 


		1.18	“CAPA” shall
                                                                have the meaning set forth in Section ‎7.4(a).



 


		1.19	“Claims” shall
                                                                have the meaning set forth in Section ‎11.1.



 


		1.20	“Commercially Reasonable
                                                                Efforts” shall mean the efforts and resources normally
                                                                used by the relevant Party to carry out such activities in a sustained
                                                                manner consistent with the efforts such Party uses for products
                                                                with similar market and profit potential and similar scientific,
                                                                technical, developmental and regulatory risks based on conditions
                                                                then prevailing.



 


		1.21	“Competitor”
                                                                shall mean any third party that operates in the blood plasma derivatives
                                                                and/or plasma fractionation space.



 


		1.22	“Confidential Information”
                                                                shall have the meaning set forth in Section ‎10.1.



 


		1.23	“Control” with
                                                                respect to any intellectual property shall mean the ability to
                                                                grant a license or sublicense as provided for herein without violating
                                                                the terms of any agreement or other arrangement with any Third
                                                                Party and, with respect to Know-How, also means that such intellectual
                                                                property is not known to the other Party prior to disclosure thereto,
                                                                nor freely available from the public domain or any Third Parties.



 


		1.24	“Distribution Agreement”
                                                                shall have the meaning set forth in the second recital hereto.



 


		1.25	“Effective Date”
                                                                shall have the meaning set forth in the preamble to this Agreement.



 


		1.26	“Exchange Rate”
                                                                shall mean with respect to any amount (in respect of which Royalties
                                                                or other amounts are payable under this Agreement), which is invoiced
                                                                or received (as applicable) in a currency other than U.S. Dollars,
                                                                the US Dollar equivalent of such amount converted according to
                                                                the closing rate on the last Friday of the month as published
                                                                by Bloomberg.



 


		1.27	“Extraordinary Reasons”
                                                                shall have the meaning set forth in Section ‎6.13;



 


		1.28	“FDA” shall
                                                                mean the U.S. Food and Drug Administration and any successor agency
                                                                thereto.



 




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		1.29	“Field” shall
                                                                mean the use of an A1PI concentrate produced from human plasma
                                                                for intravenous administration in humans.



 


		1.30	“First Commercial Sale”
                                                                shall mean, with respect to any Baxter Product in any country,
                                                                the first arms-length sale by Baxter, an Affiliate of Baxter or
                                                                a Permitted Development and Commercialization Sublicensee, as
                                                                the case may be, of such Baxter Product to a Third Party in such
                                                                country; provided, however, that neither (a) transfers of Baxter
                                                                Product between Baxter and its Affiliates or among one or more
                                                                Baxter Affiliates nor (b) supply of Baxter Products for clinical
                                                                trial purposes, shall constitute a commercial sale.



 


		1.31	“Improvements”
                                                                shall mean improvements made to the manufacturing process and
                                                                formulations disclosed to Baxter by Kamada for the production
                                                                of A1PI from human plasma derived Cohn fraction IV-1 or IV-1+4,
                                                                as embodied in the Technology Sharing Documentation, whether embodied
                                                                in Patents or Know-How.



 


		1.32	“Indemnified Party”
                                                                shall have the meaning set forth in Section ‎11.3.



 


		1.33	“Indemnifying Party”
                                                                shall have the meaning set forth in Section ‎11.3.



 


		1.34	“Initial Royalty Rate”
                                                                shall have the meaning set forth in Section ‎5.2(a).



 


		1.35	“Kamada Additional Development
                                                                IP” shall have the meaning set forth in Section ‎8.4.



 


		1.36	“Kamada Facility”
                                                                shall mean any facility owned by or on behalf of Kamada that is
                                                                used to manufacture and supply A1PI IV Product.



 


		1.37	“Kamada Indemnified Parties”
                                                                shall have the meaning set forth in Section ‎11.2.



 


		1.38	“Kamada Licensed Know-How”
                                                                shall mean all Know-How Controlled by Kamada that pertains to
                                                                the production of an A1PI from human plasma derived Cohn fraction
                                                                IV-1 for intravenous administration, and all development, clinical,
                                                                and regulatory information associated with an A1PI-plasma-derived
                                                                product for intravenous administration.



 


		1.39	“Kamada Licensed Patent
                                                                Rights” shall mean claim(s) of (a) a Patent that is
                                                                owned or Controlled by Kamada which are necessary or useful for
                                                                Baxter to develop for manufacture, manufacture, and distribute
                                                                an A1PI concentrate prepared from human plasma derived Cohn fraction
                                                                IV-1 for intravenous administration, and that has not (i) expired
                                                                or been canceled, (ii) been declared invalid by an unreversed
                                                                and unappealable decision of a court or other appropriate body
                                                                of competent jurisdiction, (iii) been admitted to be invalid or
                                                                unenforceable through reissue, disclaimer, or otherwise or (iv)
                                                                been abandoned; or, (b) a Patent Application that is owned or
                                                                Controlled by Kamada that is intended to result in a Patent that
                                                                would be in the definition in (a) above. An initial list of Kamada
                                                                Licensed Patent Rights is attached as Exhibit ‎1.39
                                                                to this Agreement.



 


		1.40	“Kamada Territory”
                                                                shall mean all territories not included in the Baxter Territory.



 




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		1.41	“Kamada Trademarks”
                                                                shall mean those trademarks owned by Kamada for A1PI concentrate
                                                                prepared from human plasma for intravenous administration registered
                                                                in the Baxter Territory, expressly including the trademark GLASSIATM.



 


		1.42	“Know-How”
                                                                shall mean all technical, scientific and other know-how, data,
                                                                materials, information, trade secrets, ideas, formulae, inventions,
                                                                discoveries, processes, machines, compositions of matter, improvements,
                                                                protocols, techniques, works of authorship, and results of experimentation
                                                                and testing (whether or not patentable) in written, electronic,
                                                                oral or any other form that is not known to the other Party prior
                                                                to disclosure thereto nor freely available from the public domain
                                                                or from Third Parties.



 


		1.43	“License” or
                                                                “Licenses” shall mean the licenses granted
                                                                by Kamada to Baxter under Section ‎4.1
                                                                and ‎4.2.



 


		1.44	“Litigation Award”
                                                                shall mean the proceeds of any settlement entered into with any
                                                                Third Party, or the award of monetary damages following legal
                                                                action against any Third Party, in each case resulting from the
                                                                enforcement of the Kamada Licensed Patent Rights by Kamada or
                                                                Baxter within the Field and in the Territory.



 


		1.45	“Milestone”
                                                                and “Milestone Payment” shall have the meanings
                                                                set forth in Section ‎5.3.



 


		1.46	“Minimum PV Information”
                                                                shall mean the following data elements: a reporter who is identifiable
                                                                by name, initials and/or address; an identifiable patient/subject
                                                                (i.e., identifiable by patient number, date of birth, age, or
                                                                gender); at least one suspected substance/medicinal product; at
                                                                least one suspected adverse drug event.



 


		1.47	“Minimum Royalty”
                                                                shall have the meaning set forth in Section ‎5.2(b).



 


		1.48	“Net Sales”
                                                                shall mean the gross revenues invoiced by Baxter, its Affiliates
                                                                and Permitted Commercialization Sublicensees (and by agents and
                                                                sub-distributors of Baxter with regards to sales of Product) in
                                                                connection with the sale, lease or other transfer for value of
                                                                a certain product as provided in this Agreement to Unaffiliated
                                                                Third Parties in any country within the Baxter Territory; in all
                                                                cases after deduction of:



 


		(a)	customary trade and quantity discounts
                                                                actually allowed and taken;



 


		(b)	[*****]
                                                                due to [*****] (and
                                                                not to exceed [*****]);



 


		(c)	[*****],
                                                                to the extent separately invoiced and charged and actually incurred
                                                                and paid by [*****] to [*****];



 


		(d)	[*****]
                                                                pursuant to [*****],
                                                                which require [*****] (including
                                                                [*****]); and



 


 






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		(e)	[*****],
                                                                to the extent applicable to [*****],
                                                                and included [*****] and
                                                                actually paid, but only to the extent not deducted under (a) through
                                                                (d);



 


provided, that Baxter has advised
Kamada of any exceptional deductions prior to Baxter’s Royalty report under Section ‎5.6
of this Agreement. Notwithstanding the previous sentence, economic responsibility for Baxter Product recalls shall be determined
under Section ‎7.4 of this agreement.


 


		1.49	“Non-BLA Party”
                                                                shall mean, with respect to each BLA, the Party that does not
                                                                hold or own the BLA pursuant to Section ‎7.1.



 


		1.50	“Party” shall
                                                                mean Baxter or Kamada and “Parties” shall mean
                                                                Baxter and Kamada.



 


		1.51	“Paste Supply Agreement”
                                                                shall mean that certain Amended and Restated Fraction IV-1 Paste
                                                                Supply Agreement dated as of the date hereof between Baxter Healthcare
                                                                Corporation and Kamada.



 


		1.52	“Patent(s)”
                                                                means any claim in an issued patent including any extension, substitution,
                                                                registration, confirmation, reissue, supplemental protection certificate,
                                                                re-examination or renewal of such patent, to the extent said patent
                                                                is valid and enforceable (and in each case any foreign counterpart
                                                                thereto).



 


		1.53	“Patent Application(s)”
                                                                shall mean any claim in any present or future application for
                                                                letters patent, including a provisional application, converted
                                                                provisional application, continuation application, a continued
                                                                prosecution application, a continuation-in-part application, a
                                                                divisional application, a re-examination application, and a reissue
                                                                application (and in each case any foreign counterpart thereto).



 


		1.54	“Permitted Commercialization
                                                                Sublicensees” shall mean those persons or entities participating
                                                                in the import, use, sale or offer for sale of Baxter Product(s),
                                                                through a Sublicense from Baxter granted in compliance with the
                                                                terms and conditions of this Agreement.



 


		1.55	“Permitted Manufacturing
                                                                Sublicensees” shall mean those persons or entities participating
                                                                in the production process implementation, pre-clinical or clinical
                                                                development or manufacturing of Baxter Product(s), through a Sublicense
                                                                from Baxter granted in compliance with the terms and conditions
                                                                of this Agreement.



 


		1.56	“Permitted Sublicensees”
                                                                shall mean the Permitted Commercialization Sublicensees and the
                                                                Permitted Manufacturing Sublicensees.



 


		1.57	“Product Royalty Term”
                                                                shall have the meaning set forth in Section ‎5.2(a).



 


 






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been redacted and filed separately with the Securities and Exchange Commission.


 




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		1.58	“Regulatory Approval”
                                                                shall mean, in any country in the world, the registrations, authorizations
                                                                and approvals (including, but not limited to approvals of New
                                                                Drug Applications, Biologics License Applications, labeling and
                                                                reimbursement approvals), licenses (including, but not limited
                                                                to, product and/or establishment licenses, manufacturing sites)
                                                                supplements and amendments, pre- and post-approvals, of any national,
                                                                supra-national, regional, state or local regulatory agency, department,
                                                                bureau, commission, council or other Regulatory Authority or governmental
                                                                entity in such country (including the FDA), necessary for the
                                                                development (including the conduct of clinical trials), manufacture,
                                                                distribution, importation, exportation, transport, storage, marketing,
                                                                promotion, offer for sale, use, or sale of a product in such country.



 


		1.59	“Regulatory Authority”
                                                                shall mean any national, supra-national, regional, state or local
                                                                regulatory agency, department, bureau, commission, council or
                                                                other governmental entity in such country (including the FDA)
                                                                responsible for overseeing the development (including the conduct
                                                                of clinical trials), manufacture, distribution, importation, exportation,
                                                                transport, storage, marketing, promotion, offer for sale, use,
                                                                or sale of a Product in such country.



 


		1.60	“Regulatory Documentation”
                                                                shall mean those regulatory documents listed in the Technology
                                                                Sharing Plan.



 


		1.61	“Related Agreements”
                                                                shall mean the Distribution Agreement, the Paste Supply Agreement,
                                                                the Quality Agreement and the Pharmacovigilance Agreement.



 


		1.62	“Remedial Action”
                                                                shall have the meaning set forth in Section‎7.4(a)



 


		1.63	“Representatives”
                                                                shall mean the agents or advisors (including, without limitation,
                                                                attorneys, accountants, consultants, bankers and financial advisors)
                                                                of Baxter or Kamada, as applicable.



 


		1.64	“Royalties”
                                                                shall have the meaning set forth in Section ‎5.2(a).



 


		1.65	“Sublicense”
                                                                shall mean any right granted, license given, or agreement entered
                                                                into by Baxter conveying rights under the License to Unaffiliated
                                                                Third Parties that, in each case, meet the requirements set forth
                                                                in this Agreement to be a Permitted Sublicensee (whether or not
                                                                such grant of rights, license given or agreement entered into
                                                                is described as a sublicense or otherwise).



 


		1.66	“Technology Sharing Documentation”
                                                                shall mean the documentation set forth in the Technology Sharing
                                                                Plan.



 


		1.67	“Technology Sharing Plan”
                                                                shall mean the document setting forth the obligations of the Parties
                                                                with respect to the disclosure of A1PI processing technology and
                                                                provision of personnel support by Kamada to Baxter, attached as
                                                                Exhibit ‎1.67,
                                                                as may be amended by mutual agreement of the Parties in writing
                                                                from time to time.



 




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		1.68	“Technology Sharing Term”
                                                                shall mean, subject to earlier termination pursuant to this Agreement,
                                                                the earlier of: (i) the [*****]
                                                                period of time following the Effective Date; or (ii) lots
                                                                FDA approval of the manufacturing of a Baxter Product.



 


		1.69	“Term” shall
                                                                have the meaning set forth in Section ‎12.1.



 


		1.70	“Third Party”
                                                                shall mean any entity other than Kamada, Baxter, a Permitted Sublicensee
                                                                of Baxter or their respective Affiliates, whether such Third Party
                                                                is a person, company, corporation, limited liability company,
                                                                partnership or other legal entity, or a division or operating
                                                                or business unit of such legal entity.



 


		1.71	“Transaction Documents”
                                                                shall mean, collectively, this Agreement and the Related Agreements.



 


		1.72	“Unaffiliated Third Party”
                                                                shall mean, with respect to Baxter, an entity, which is not an
                                                                Affiliate of Baxter and with respect to a Permitted Sublicensee,
                                                                an entity which is not an Affiliate of such Permitted Sublicensee.



 


		1.73	“US BLA” shall
                                                                have the meaning set forth in Section ‎7.1(a).



 


		1.74	“US BLA Supplement”
                                                                shall have the meaning set forth in Section ‎7.1(b).



 


ARTICLE
2.    TITLE. Subject only to the Licenses, and as between Baxter and Kamada, all right,
title and interest in and to the Kamada Licensed Patent Rights and Kamada Licensed Know-How and all right, title and interest
in and to any drawings, plans, diagrams, specifications, other documents, models, or any other physical matter in any way containing,
representing or embodying any of the foregoing, vest and shall vest in Kamada and, except as otherwise expressly set forth herein,
Baxter shall not have any claim thereto.


 


ARTICLE
3.    PATENTS, PATENT MAINTENANCE AND PATENT INFRINGEMENT, TRADEMARKS.


 


		3.1	Patent Prosecution and Maintenance.



 


		(a)	Generally. Notwithstanding
                                                                anything in this Agreement seemingly to the contrary, (i) the
                                                                rights and obligations of the Parties set forth in Sections
                                                                ‎3.1(a) through ‎(c)
                                                                shall apply only with respect to the Patents and Patent Applications
                                                                within the Kamada Licensed Patent Rights; and (ii) the rights
                                                                and obligations of the Parties set forth in Sections ‎3.1(a)
                                                                through ‎(c)
                                                                shall be effective as of the Effective Date. Kamada shall
                                                                update Exhibit ‎1.39
                                                                from time to time during the Term (but not less frequently
                                                                than annually) to include Patents of joint inventions between
                                                                inventors of Kamada and Baxter, and Patents solely of Kamada inventors,
                                                                in each case that relate to the Field, that arise after the Effective
                                                                Date and during and in connection with the performance of the
                                                                activities of this Agreement; provided, however, that Baxter shall
                                                                be entitled to all of the rights and benefits of any such Patents
                                                                to which it is entitled under this Agreement, notwithstanding
                                                                the delay or failure of Kamada to so update Exhibit ‎1.39.
                                                                Kamada shall be responsible for the maintenance of the Patents
                                                                within the scope of the Kamada Licensed Patent Rights and the
                                                                prosecution of any additional Patent Applications included within
                                                                the scope of the Kamada Licensed Patent Rights. Kamada shall bear
                                                                and pay all costs and fees related to the preparation, filing,
                                                                prosecution, maintenance and the like of all such Patents and
                                                                Patent Applications. Kamada shall consider the interests of Baxter
                                                                in its preparation, filing, prosecution, maintenance and the like
                                                                of all such Patents and Patent Applications.



 


 






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		(b)	Baxter’s Rights upon
                                                                Cessation of Prosecution/Maintenance. In the event that Kamada
                                                                reasonably decides that it will not continue to prosecute a Patent
                                                                Application and/or maintain a Patent within the scope of the Kamada
                                                                Licensed Patent Rights in a jurisdiction, then Kamada shall provide
                                                                written notice to Baxter. If requested by Baxter, the Parties
                                                                will meet to discuss the Kamada position, which discussions will
                                                                include outside patent counsel for either or both Parties at the
                                                                request of either Party. Kamada agrees to reasonably consider
                                                                the position of Baxter with respect to Kamada’s decision
                                                                not to continue prosecution/maintenance. If, following such discussions,
                                                                Kamada declines to change its position with respect to prosecution/maintenance,
                                                                then Baxter, in its discretion, may elect to continue to prosecute
                                                                such Patent Application and/or maintain such Patent in such jurisdiction
                                                                at its own cost and expense. Baxter shall notify Kamada in writing
                                                                of Baxter’s election to file and/or continue to prosecute
                                                                such Patent Application and/or maintain such Patent in any such
                                                                jurisdiction, at Baxter’s expense. In the event of a Baxter
                                                                election pursuant to this Section ‎3.1
                                                                to prosecute/maintain any Patent Application and any Patents
                                                                resulting therefrom, then such Patent Application and any Patents
                                                                resulting therefrom shall be included within the Kamada Licensed
                                                                Patent Rights for all purposes of this Agreement and such Patent
                                                                Application and any Patents resulting there from shall be owned
                                                                by Kamada and added to Exhibit ‎1.39.
                                                                Nothing in this Section ‎3.1‎(b)
                                                                shall relieve Kamada of its obligation to maintain the Kamada
                                                                Licensed Patent Rights once granted, nor allow Kamada to discontinue
                                                                prosecution of Kamada Licensed Patent Rights for the sole reason
                                                                of the cost of prosecution.



 


		(c)	Assistance; Baxter Right to
                                                                Comment.



 


(i)          Kamada
shall provide to Baxter a copy of any Patent Application that is within the Kamada Licensed Patent Rights that is being prepared
for filing with any patent office in the Baxter Territory no later than [*****] prior to
filing of said Patent Application. Baxter shall have the right to comment on any Patent Application received from Kamada. Baxter
shall provide any such comments reasonably in advance of the filing date to permit Kamada to consider such comments and complete
the filing in a timely manner. Kamada shall reasonably consider Baxter’s comments in preparing said Patent Application for
filing but will have discretion whether to accept or reject Baxter’s comments.


 


 






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(ii)         Kamada
shall provide to Baxter a copy of all substantive paper(s) received from any patent office anywhere in the world related to the
prosecution and maintenance of any Patent Application within the Kamada Licensed Patent Rights in the Baxter Territory. If Kamada
fails to provide a substantive paper(s) in a timely manner, Kamada shall provide to Baxter a reasonable explanation for such failure
and such failure, standing on its own, shall not be considered a material breach. No later than [*****]
prior to filing a substantive response related to any Patent Application within the Kamada Licensed Patent Rights, Kamada
shall provide to Baxter a draft response, and afford Baxter an opportunity to provide any comments Baxter may have. Baxter shall
provide any such comments reasonably in advance of the filing date to permit Kamada to complete the filing in a timely manner.
Kamada shall reasonably consider Baxter’s comments prior to finalizing and submitting the response but will have discretion
whether to accept or reject Baxter’s comments.


 


		3.2	Patent Enforcement. Within
                                                               and outside the Field, Kamada shall have the primary right, but
                                                               not the obligation, to carry out actions against any Third Party
                                                               arising from such Third Party’s actual or anticipated infringement
                                                               of any Patent(s) within the scope of the Kamada Licensed Patent
                                                               Rights or defend against a Third Party’s declaratory judgment
                                                               action alleging the invalidity, unenforceability or non-infringement
                                                               of any Patent(s) within the scope of the Kamada Licensed Patent
                                                               Rights, at Kamada’s expense. If Kamada determines that Baxter
                                                               is an indispensable party to the action, Kamada shall provide written
                                                               notice to Baxter and Baxter hereby consents to participate in such
                                                               action. In such event, Baxter shall have the right to be represented
                                                               in such action using counsel of its own choice, at its own expense.
                                                               If Kamada brings an action within the Baxter Territory for infringement
                                                               by a Third Party within the Field that results in a Litigation
                                                               Award, then the Litigation Award shall be shared by the Parties
                                                               as provided in Section ‎5.4.
                                                               Any recovery against a Third Party by Kamada in an action relating
                                                               to infringement outside the Field and/or outside the Baxter Territory
                                                               shall be retained by Kamada to the extent such recovery addresses
                                                               such infringement outside the Field and/or outside the Baxter Territory.
                                                               Notwithstanding the foregoing, Kamada agrees that it shall not
                                                               enter into any settlement, consent, order, consent judgment or
                                                               other voluntary final disposition of any action it brings under
                                                               this Section ‎3.2
                                                               relating to the Field and in the Baxter Territory without the prior
                                                               written consent of Baxter (which consent shall not be unreasonably
                                                               withheld, conditioned or delayed).



 


 






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		3.3	Failure of Kamada to Enforce
                                                               Patents.



 


		(a)	If Kamada (i) fails to bring an
                                                                action for infringement within the Baxter Territory and the Field
                                                                by a Third Party of a Patent within the scope of the Kamada Licensed
                                                                Patent Rights within a period of [*****]
                                                                after providing written notice to or receiving written
                                                                notice from Baxter of the possibility of pursuing such an action,
                                                                including the evidence supporting such possible action; (ii) notifies
                                                                Baxter in writing prior to the expiration of such [*****]
                                                                period that Kamada declines to bring an action for infringement
                                                                within the Field and in the Baxter Territory; or, (iii) notifies
                                                                Baxter in writing that it will not defend a declaratory judgment
                                                                action brought by a Third Party alleging the invalidity, unenforceability
                                                                or non-infringement of any Patent(s) within the scope of the Kamada
                                                                Licensed Patent Rights within the Field and the Baxter Territory;
                                                                then, Baxter shall have the right, but not the obligation, to
                                                                bring and control any such action using counsel of its own choice,
                                                                at its own expense on no less than [*****]
                                                                prior written notice to Kamada.



 


		(b)	If Baxter determines that Kamada
                                                                is an indispensable Party to the action, Baxter shall provide
                                                                written notice to Kamada and Kamada shall consent to participate
                                                                in such action. To the extent that Kamada participates in such
                                                                action and Kamada consents to be represented by counsel of Baxter’s
                                                                choosing, Baxter shall pay Kamada’s reasonable expenses
                                                                resultant from such action. In the event that Kamada participates
                                                                in such an action, but does not consent to representation by counsel
                                                                selected by Baxter, Kamada shall have the right to be represented
                                                                in such action using counsel of its own choice at its own expense.
                                                                Baxter shall have no right to bring an action for infringement
                                                                by a Third Party outside the Field or the Baxter Territory of
                                                                any Patent within the scope of the Kamada Licensed Patent Rights.



 


		(c)	If Baxter brings an action for
                                                                infringement or misappropriation by a Third Party under Section
                                                                ‎3.3(a)(i) or (ii), or
                                                                defends a declaratory judgment action brought by a Third Party
                                                                alleging the invalidity, unenforceability or non-infringement
                                                                of any Patent(s) within the scope of the Kamada Licensed Patent
                                                                Rights under Section 3.3(a)(iii) (in either case,
                                                                with or without participation by Kamada), that results in a Litigation
                                                                Award for damages within the Baxter Territory and the Field, then
                                                                the Litigation Award shall be shared by the Parties as provided
                                                                in Section ‎5.4.
                                                                Any Litigation Award, or portion of a Litigation Award, which
                                                                is for damages outside the Field or Baxter Territory shall be,
                                                                as between the Parties, the exclusive property of Kamada.



 


		(d)	Notwithstanding the foregoing,
                                                                Baxter agrees that it shall not enter into any settlement, consent,
                                                                order, consent judgment or other voluntary final disposition of
                                                                any action it brings under this Section ‎3.3
                                                                without the prior written consent of Kamada (which consent
                                                                shall not be unreasonably withheld, conditioned or delayed).



 


		3.4	Patent Defense. If, as the
                                                               result of an action brought by Baxter under Section 3.3,
                                                               a Third Party raises a defense or otherwise alleges the invalidity
                                                               or unenforceability of any of the Patent rights contained within
                                                               the scope of the Kamada Licensed Patent Rights being asserted in
                                                               such action, Baxter shall consult with Kamada regarding the defense
                                                               of the invalidity claim and Baxter shall reasonably consider Kamada’s
                                                               comments in defending such claim. Notwithstanding the foregoing,
                                                               Baxter agrees that it shall not enter into any settlement, consent,
                                                               order, consent judgment or other voluntary final disposition of
                                                               any action referred to under this Section ‎3.4
                                                               without the prior written consent of Kamada (which consent
                                                               shall not be unreasonably withheld, conditioned or delayed).
                                                               



 




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		3.5	Notices Regarding Patent Actions.
                                                               Each Party shall keep the other Party informed and shall promptly
                                                               provide copies to such other Party of all documents regarding all
                                                               such claims, notices, actions or proceedings instituted by or against
                                                               such other Party as contemplated under any of the provisions of
                                                               this ‎ARTICLE
                                                               3.



 


ARTICLE
4.    LICENSES.


 


		4.1	Grant of Licenses.



 


		(a)	(i)          Kamada
                                                                hereby grants to Baxter and its Affiliates a worldwide, royalty-bearing
                                                                license within the Field, with the right to Sublicense (but only
                                                                by Baxter) to Permitted Manufacturing Sublicensees as provided
                                                                in Section ‎4.3
                                                                below, under the Kamada Licensed Patent Rights and Kamada Licensed
                                                                Know-How, to develop, make, have made, import, export, and use
                                                                Baxter Product(s); provided, that such license shall only be exclusive
                                                                within the Baxter Territory, and provided, further, that such
                                                                imports, exports and use do not involve directly or indirectly
                                                                marketing and distribution of Baxter Products outside the Baxter
                                                                Territory. Baxter may Sublicense the license granted under this
                                                                Section ‎4.1(a)(i)
                                                                to Permitted Manufacturing Sublicensees, only for the purposes
                                                                of furthering development and manufacture of Baxter Products by
                                                                Baxter under this Agreement, and no Permitted Research and Manufacturing
                                                                Sublicensee shall be permitted to independently, or through Third
                                                                Parties, develop or manufacture A1PI products under the Sublicense.





(ii) Kamada also grants to Baxter and its Affiliates an exclusive, royalty-bearing license within the Field, with the right to
Sublicense (but only by Baxter) to Permitted Commercialization Sublicensees as provided in Section ‎4.3
below, under the Kamada Licensed Patent Rights and Kamada Licensed Know-How to sell, offer for sale, have sold, and otherwise
distribute and market Baxter Product in the Field in the Baxter Territory. Kamada shall not, prior to termination or expiration
of this Agreement, directly or indirectly sell, have sold, or otherwise distribute, or license the Kamada Licensed Patent Rights
and Kamada Licensed Know-How to any Third Party to sell, offer for sale, have sold, and otherwise distribute and market, any A1PI
product for intravenous administration in the Field in the Baxter Territory. For the avoidance of doubt, Baxter shall have no
right to sell, have sold, offer for sale or otherwise market any product that is encompassed by a claim of the Kamada Licensed
Patent Rights, or produced using the Kamada Licensed Know-How, in the Kamada Territory or outside the Field.


 


		(b)	As of the Effective Date, Kamada
                                                                hereby grants to Baxter an exclusive right within the Field to
                                                                enforce the Kamada Licensed Patent Rights in the Baxter Territory
                                                                pursuant to the terms, and subject to the limitations and rights
                                                                reserved to Kamada as expressly set forth in this Agreement, including,
                                                                without limitation Sections ‎3.2
                                                                through ‎3.5,
                                                                and Section ‎5.4.



 




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		4.2	Duration of Licenses. The
                                                               Licenses granted to Baxter in Section 4.1 shall commence
                                                               on the Effective Date and, unless otherwise agreed by the Parties
                                                               in writing, shall terminate upon the effective termination of this
                                                               Agreement; provided that if, and only if, the termination of this
                                                               Agreement occurs by expiration at the end of the Product Royalty
                                                               Term, then effective upon such termination (i) Kamada hereby grants
                                                               to Baxter a fully paid-up, non-exclusive, royalty-free, perpetual,
                                                               non-cancellable, license, with rights to Sublicense, under the
                                                               Kamada Licensed Patent Rights and the Kamada Licensed Know-How
                                                               to develop, make, have made, import, export, use, sell, offer for
                                                               sale and have sold the Baxter Products in the Field in accordance
                                                               with this Agreement and (ii) Kamada covenants that it shall not
                                                               thereafter attempt to enforce against Baxter, its Affiliates or
                                                               Permitted Sublicensees any of the Kamada Licensed Patent Rights
                                                               in the Field.



 


		4.3	Sublicensing.



 


		(a)	Baxter (but not its Affiliates)
                                                                shall be permitted, pursuant to the Licenses granted to Baxter
                                                                in Section ‎4.1(a)
                                                                 of this Agreement, to grant Sublicenses to Permitted Sublicensees;
                                                                provided, however, that any such sublicensing by Baxter is in
                                                                compliance with the requirements and restrictions of this Section
                                                                ‎4.3. Any Sublicense
                                                                granted by Baxter that is not in compliance with the requirements
                                                                and restrictions of this Section ‎4.3
                                                                shall be null and void.



 


		(b)	Any Sublicense granted to any
                                                                Permitted Commercialization Sublicensee or Permitted Manufacturing
                                                                Sublicensee shall be subject to all of the following requirements:
                                                                (i) any such Sublicense shall be subject to all of the terms and
                                                                conditions of this Agreement; (ii) all Permitted Sublicensees
                                                                shall acknowledge and agree in writing that such Permitted Sublicensee
                                                                will abide by all of the terms and conditions of this Agreement
                                                                and that such Permitted Sublicensee shall be directly liable to
                                                                Kamada, jointly and severally with Baxter, for any breach of this
                                                                Agreement by such Permitted Sublicensee and that the sublicense
                                                                granted to each such Permitted Sublicensee will automatically
                                                                terminate upon termination of this Agreement; (iii) prior to granting
                                                                any such Sublicense, Baxter shall notify Kamada of the identity
                                                                of the proposed Permitted Sublicensee and the scope of the Sublicense
                                                                to be granted. No Permitted Sublicensees shall have the right
                                                                to grant further Sublicenses. Baxter may Sublicense the license
                                                                granted under Section ‎4.1(a)(i)
                                                                to Permitted Manufacturing Sublicensees only for the purposes
                                                                of furthering development and manufacture of Baxter Products by
                                                                Baxter under this agreement, and no Permitted Research and Manufacturing
                                                                Sublicensee shall be permitted to independently, or through Third
                                                                Parties, develop or manufacture A1PI products under the Sublicense.



 


		(c)	Notwithstanding the foregoing,
                                                                Baxter’s grant of any Sublicense shall not relieve Baxter
                                                                from any of its obligations under this Agreement and Baxter shall
                                                                remain liable for any breach of this Agreement by a Permitted
                                                                Sublicensee (and Baxter shall be jointly and severally liable
                                                                for any breach of this Agreement or any Sublicense agreement by
                                                                any Permitted Sublicensee). Further, for the avoidance of doubt,
                                                                Baxter agrees that it shall not grant a Sublicense of any License
                                                                granted in this Agreement for the purpose of permitting such Permitted
                                                                Sublicensee to independently develop or commercialize any Baxter
                                                                Product.



 




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		4.4	Kamada Rights and Limitations.



 


		(a)	Notwithstanding anything to the
                                                                contrary in this Agreement, and without limiting any other retained
                                                                rights, the Licenses granted by Kamada to Baxter under Section
                                                                ‎4.1 shall be subject
                                                                to the rights retained by Kamada and its Affiliates to practice,
                                                                outside of the Field, the Kamada Licensed Patent Rights and Kamada
                                                                Licensed Know-How for any purposes, including the research, development,
                                                                manufacture and commercialization of products, whether itself
                                                                or with or for others. Notwithstanding anything to the contrary
                                                                in this Agreement, Baxter hereby covenants not to develop manufacture
                                                                sell, or have sold, an Alpha 1 – Proteinase Inhibitor inhaled
                                                                product developed or manufactured using the Kamada Licensed Patents
                                                                and/or the Kamada Licensed Know-How, absent a license from Kamada
                                                                expressly authorizing Baxter to do so (which license is not granted
                                                                hereunder). Baxter also covenants not to make or cause to be made
                                                                any regulatory filings with respect to an Alpha 1 – Proteinase
                                                                Inhibitor inhaled product developed or manufactured using the
                                                                Kamada Licensed Patents and/or the Kamada Licensed Know-How, or
                                                                any or intellectual property filings which specifically claim
                                                                an Alpha 1 – Proteinase Inhibitor inhaled product developed
                                                                or manufactured using the Kamada Licensed Patents and/or the Kamada
                                                                Licensed Know-How, without the prior and express written consent
                                                                of Kamada (which consent is not granted hereunder). Baxter shall
                                                                promptly upon the request of Kamada assign to Kamada any and all
                                                                intellectual property and regulatory filings obtained by Baxter
                                                                in violation of this paragraph. Any breach of this paragraph,
                                                                in whole or in part, shall constitute a material breach hereof.
                                                                This Section ‎4.4 shall
                                                                survive after the date on which this Agreement has been terminated
                                                                or expired under Section ‎12.1.



 


		(b)	If Baxter files an application
                                                                for marketing authorization of a product which Kamada believes
                                                                to be in violation of this Agreement, Kamada shall have the right
                                                                to audit Baxter’s production process for that product. Such
                                                                audit shall be upon written request by Kamada, after which the
                                                                parties shall agree on a timetable for the submission of Baxter’s
                                                                production process documentation to Kamada by Baxter, no later
                                                                than [*****] after
                                                                such written notice. The audit shall be conducted under the terms
                                                                of a separate confidentiality agreement between the Parties. After
                                                                Kamada has reviewed the production process documentation, the
                                                                parties shall confer on the results of Kamada’s audit. For
                                                                clarity, it is agreed that the provisions of this paragraph or
                                                                the results of the audit shall not limit Kamada’s rights
                                                                to enforce its rights or the provisions of this Agreement if it
                                                                believes them to have been infringed or breached.



 


 






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		4.5	Cross-License to Improvements.
                                                               Baxter and/or Kamada may make Improvements. Such Improvements,
                                                               and all intellectual property resulting therefrom, shall be the
                                                               property of the Party which makes the Improvement. All Improvements
                                                               made by Kamada by the earlier of (i) the end of the Product Royalty
                                                               Term or (ii) the termination of this Agreement, shall be deemed
                                                               Kamada Licensed Patent Rights or Kamada Licensed Know-How, and
                                                               shall be included in the licenses in this ‎ARTICLE
                                                               4 for no additional consideration. All Improvements made by
                                                               Baxter by the earlier of (i) the end of the Product Royalty Term
                                                               or (ii) the termination of this Agreement, shall be licensed by
                                                               Baxter to Kamada, as a fully paid-up, perpetual, royalty-free license,
                                                               with the right to sublicense, to develop, have developed, import,
                                                               export, use, manufacture, have manufactured, market, have marketed,
                                                               distribute, have distributed, offer for sale or have offered for
                                                               sale, sold, or have sold in the Kamada Territory and in the Baxter
                                                               Territory, A1PI products, but in the Baxter Territory only (i)
                                                               for or to Baxter and its Affiliates; (ii) for A1PI products which
                                                               are not A1PI IV Products or (iii) for any A1PI products following
                                                               the termination of this Agreement, unless this Agreement is terminated
                                                               by Baxter under Sections ‎12.2(b),
                                                               for no additional consideration. The rights acquired by the Parties
                                                               in this Section ‎4.5 shall
                                                               survive termination or expiration of this Agreement.



 


		4.6	Kamada Option to Non-Improvement,
                                                               Non-Additional Indication Development IP. If, during the Product
                                                               Royalty Term, Baxter makes intellectual property in the form of
                                                               Patents or Know-How for Baxter Products which are not Improvements
                                                               or Additional Indication Development IP (as defined in Section
                                                               ‎8.3, below) (“Baxter
                                                               Product IP”), then such Baxter Product IP shall be promptly
                                                               disclosed to Kamada and Kamada shall have an option to license
                                                               such Baxter Product IP from Baxter for the production of A1PI products
                                                               to be marketed, offered for sale, sold, or have sold in the Kamada
                                                               Territory (“Baxter Product IP Option”). Such
                                                               Baxter Product IP Option shall be for a period starting upon disclosure
                                                               of Baxter Product IP to Kamada by Baxter, and ending [*****]
                                                               years from such disclosure to Kamada. If, during the Baxter
                                                               Product IP Option period, Kamada exercises the option by written
                                                               notice to Baxter, the Parties shall enter into licensing negotiations
                                                               in good faith to license the Baxter Product IP to Kamada under
                                                               reasonable terms.



 


		4.7	Trademarks.



 


		(a)	Kamada grants to Baxter a non-exclusive,
                                                                royalty-free license to use Kamada Trademarks for the sole purpose
                                                                of marketing, offering for sale, selling, having sold, advertising
                                                                and promoting Baxter Products under this Agreement. Such license
                                                                shall not be transferable in whole or in part, except as permitted
                                                                in Section ‎4.3.
                                                                Such license shall terminate upon the termination or expiration
                                                                of this Agreement.



 


		(b)	Kamada shall be solely responsible
                                                                for selecting, registering and enforcing Kamada Trademarks and,
                                                                except as otherwise expressly set forth in this Agreement, shall
                                                                have sole and exclusive rights in and ownership of such Kamada
                                                                Trademarks.



 


		(c)	Baxter shall have the right to
                                                                develop Baxter Trademarks for use in marketing, offering for sale,
                                                                selling, and having sold Baxter Products under this Agreement.
                                                                Baxter shall be solely responsible for selecting, registering
                                                                and enforcing Baxter Trademarks and shall have sole and exclusive
                                                                rights in such Baxter Trademarks.



 


 






[*****] Confidential portions of this document have
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		(d)	Upon termination of this Agreement,
                                                                unless Baxter terminates the Agreement pursuant to Section
                                                                ‎12.2(b) or ‎12.2(c),
                                                                Baxter shall promptly assign or cause to be assigned to Kamada
                                                                all Baxter Trademarks that Baxter or any of its Affiliates owns
                                                                and/or has developed in a country within the Baxter Territory
                                                                with respect to such country, unless Baxter has marketed products
                                                                that are not A1PI IV Products with such Baxter Trademark in such
                                                                country or unless the Distribution Agreement with respect to such
                                                                country is in effect. For the avoidance of doubt, if Baxter commercially
                                                                uses the trademark on one or more products in addition to the
                                                                Baxter Product, Baxter shall not be obligated to assign such trademark
                                                                to Kamada.



 


ARTICLE
5.    FINANCIAL CONSIDERATIONS. 


 


		5.1	Generally. The Parties have
                                                               determined that, for their convenience, appropriate consideration
                                                               for Baxter’s use of the Kamada Licensed Patent Rights and
                                                               Kamada Licensed Know-How shall be the Milestone Payments, and a
                                                               royalty paid on the Net Sales of Baxter Product for defined, date
                                                               certain periods, [*****].  



 


		5.2	Royalties.



 


		(a)	Royalty Rates and Term.
                                                                Baxter shall pay Kamada royalties on Net Sales of Baxter Products
                                                                as provided in this Section ‎5.2
                                                                (collectively “Royalties”). Baxter shall
                                                                pay Kamada Royalties of [*****]
                                                                of Net Sales of the Baxter Product (the “Initial
                                                                Royalty Rate”) until the [*****]
                                                                year anniversary of the Effective Date. Beginning after
                                                                the [*****] year anniversary
                                                                of the Effective Date, Baxter shall pay Kamada Royalties of [*****]
                                                                of Net Sales of the Baxter Product until the [*****]
                                                                anniversary of the Effective Date. The period from the
                                                                Effective Date until the [*****]
                                                                 anniversary of the Effective Date is the “Product
                                                                Royalty Term.”



 


		(b)	Minimum Annual Royalties.
                                                                Beginning upon the earlier of (i) the year of the First Commercial
                                                                Sale or (ii) as specified in Section 4.5 of the Distribution Agreement,
                                                                the minimum annual Royalty payable by Baxter to Kamada in each
                                                                calendar year during the Product Royalty Term (the “Minimum
                                                                Royalty”) shall be
                                                                Five Million Dollars ($5,000,000); provided that: the Minimum Royalty for the year
                                                                of the First Commercial Sale shall be prorated to the portion
                                                                of the year after the First Commercial Sale.



 


 






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		(c)	Royalty Stacking. To the
                                                                extent Baxter reasonably determines, following consultations with
                                                                Kamada that it is obligated to or that it is commercially reasonable
                                                                to obtain a license for any intellectual property from a Unaffiliated
                                                                Third Party in order to commercialize a Baxter Product in the
                                                                Field in the Baxter Territory, subject to Kamada’s prior
                                                                written consent, which shall not be unreasonably withheld or delayed,
                                                                Baxter may reduce the Royalty applicable to such Baxter Product
                                                                by an amount up to [*****]
                                                                of the royalty payable to such third party; provided, however,
                                                                that in no case shall such reduction (or the aggregate reduction
                                                                if multiple third party licenses are required) exceed [*****]
                                                                of the Initial Royalty Rate and, provided further, that
                                                                the Royalty applicable to any Baxter Product shall not be reduced
                                                                by any such royalties payable to such Unaffiliated Third Party
                                                                to the extent that such royalties are for intellectual property
                                                                connected with human plasma IV-1+4 or related to the production
                                                                of Baxter Product with human plasma IV 1+4.



 


		(d)	Diligence – Commercial
                                                                Launch. Baxter shall use Commercially Reasonable Efforts to
                                                                (i) have, by [*****], a production
                                                                line dedicated to the production of the Baxter Product and (ii)
                                                                launch the Baxter Product in the United States of America, no
                                                                later than [*****].



 


		5.3	Milestones. In consideration
                                                               of the undertakings by Kamada pursuant to this Agreement, and the
                                                               grant of the License by Kamada to Baxter hereunder, Baxter agrees
                                                               that it shall, within [*****]
                                                               after Kamada’s written notice of the achievement of
                                                               the applicable milestone set forth below (each a “Milestone”),
                                                               pay to Kamada the applicable non-refundable, non-creditable milestone
                                                               amount (each, a “Milestone Payment”) set forth
                                                               below adjacent to such activity. Milestone Payments are not guaranteed
                                                               payments, and Baxter shall not be obligated to make a Milestone
                                                               Payment unless all conditions precedent to such Milestone Payment
                                                               have been fully satisfied.



 





	Milestone	 	Milestone Payment (USD)
	[*****]	 	[*****]







 


		5.4	Litigation Awards. The Parties
                                                               shall equally share any Litigation Award after each Party has been
                                                               fully reimbursed for all out-of-pocket fees and expenses incurred
                                                               in connection with the legal action.



 


		5.5	Payment of Royalties and Litigation
                                                               Awards.



 


		(a)	Royalties payable to Kamada pursuant
                                                                to this Agreement shall be paid to Kamada in U.S. Dollars, on
                                                                a [*****]
                                                                basis no later than [*****]
                                                                after the end of each such [*****],
                                                                commencing with the first [*****]
                                                                in which any Net Sales of Baxter Products are made. No
                                                                later than [*****]
                                                                after the end of any calendar year following the First
                                                                Commercial Sale, if the Minimum Royalties due for such year exceed
                                                                the Royalties paid for such year, such excess amount shall be
                                                                paid to Kamada. The recipient of any Litigation Award proceeds
                                                                shall pay the amount due to the other Party in accordance with
                                                                the allocation described in Section ‎5.4
                                                                within [*****]
                                                                business days of receipt thereof. All amounts not paid
                                                                when due under this Agreement shall bear interest at the rate
                                                                of [*****],
                                                                compounded [*****]
                                                                or, if less, the highest rate allowable by applicable law,
                                                                from the due date until the date of payment.



 


 






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		(b)	With respect to Net Sales of Baxter
                                                                Products invoiced in a currency other than U.S. Dollars, the Net
                                                                Sales of Baxter Products and corresponding Royalties payable shall
                                                                be expressed in the report provided pursuant to Section ‎5.6
                                                                in the domestic currency of the party making the sale as well
                                                                as in the U.S. Dollar equivalent of the Net Sales of Baxter Products
                                                                and corresponding Royalties payable and the Exchange Rate used
                                                                in determining the amount of U.S. Dollars.



 


		5.6	Reporting. Baxter shall
                                                               submit to Kamada no later than [*****]
                                                               after the end of each [*****],
                                                               commencing with the first [*****]
                                                               in which any Net Sales of Baxter Products are made, a report
                                                               setting out all amounts owing to Kamada in respect of such previous
                                                               calendar quarter to which the report refers, including: (a) the
                                                               aggregate Net Sales of Baxter Products made by Baxter, its Affiliates
                                                               and Permitted Commercialization Sublicensees, including a breakdown
                                                               of Net Sales of Baxter Products by country, currency of sales,
                                                               number and type of Baxter Products sold; (b) deductions applicable,
                                                               as provided in the definition of Net Sales; and (c) any other matter
                                                               necessary to enable the determination of the amounts payable hereunder.
                                                               Baxter will ensure that all calculations and reports to be provided
                                                               to Kamada are prepared in accordance with applicable generally
                                                               accepted accounting principles consistently applied by Baxter,
                                                               and consistent with the financial statements and public reporting
                                                               of Baxter.



 


		5.7	Audit. At Kamada’s
                                                               expense, and no more than [*****]
                                                               each [*****],
                                                               Kamada shall be entitled to appoint a Third Party representative
                                                               to inspect, during normal business hours and upon no less than
                                                               [*****]
                                                               advance written notice, Baxter’s and Baxter’s
                                                               Affiliates’ and Permitted Commercialization Sublicensees’
                                                               books of account, records and other documentation to the extent
                                                               necessary for the verification of the amounts due to Kamada under
                                                               this Agreement. Upon receipt of written notice, Baxter and Kamada
                                                               shall confer to agree upon an acceptable date for the audit, taking
                                                               into account normal activities of Baxter’s finance function
                                                               (e.g., quarter end and year end activities). In the event that
                                                               any such inspection reveals any underpayment by Baxter to Kamada
                                                               in respect of any year of the Agreement in an amount exceeding
                                                               [*****]
                                                               of the amount actually paid by Baxter to Kamada in respect
                                                               of such year then Baxter shall (in addition to paying Kamada the
                                                               shortfall), bear the costs of such inspection.



 


		5.8	Taxes.  All amounts
                                                                 due to Baxter or Kamada hereunder [*****];
provided, however,
                                                                 that the Parties shall cooperate to minimize any tax liability,
                                                                 provided, however, that the payor shall deduct any applicable
                                                                 withholding taxes or similar mandatory government charges levied
                                                                 by any governmental jurisdiction from the amount due to the payee
                                                                 hereunder.  Baxter and Kamada will cooperate in obtaining
                                                                 any necessary documentation required under applicable tax law,
                                                                 regulation, or intergovernmental agreement.



 


 






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ARTICLE
6.    TECHNOLOGY SHARING.


 


		6.1	Notwithstanding the use of the
                                                               term ‘Technology Sharing’ and notwithstanding anything
                                                               contained in this Agreement or any of the Related Agreements to
                                                               the contrary, nothing in any of the Transaction Documents is intended
                                                               to or is to be interpreted as an obligation of Kamada to transfer
                                                               legal title to any of the intellectual property assets licensed
                                                               by Kamada under this Agreement to Baxter. Further, for the
                                                               avoidance of doubt, the term ‘Technology Sharing Plan’
                                                               (and its related defined terms) is intended to refer to the process
                                                               by which Kamada will disclose to Baxter and will train Baxter with
                                                               respect to the skills, knowledge, technologies and methods of manufacturing
                                                               that Kamada possesses (or will develop during the Term) to ensure
                                                               that Baxter is able to exploit such skills, knowledge, technologies
                                                               and methods in the Baxter Territory as more specifically detailed
                                                               in Exhibit 1.67 to this Agreement.



 


		6.2	Kamada expressly undertakes, under
                                                               the provisions set forth below and as further set forth in the
                                                               Technology Sharing Plan (Exhibit ‎1.67)
                                                               the following:



 


		(a)	by [*****],
                                                                for no additional consideration, to complete a speedy and efficient
                                                                disclosure to Baxter of all Technology Sharing Documentation,
                                                                including, without limitation, Regulatory Documentation, all documentation
                                                                related to yield improvement for A1PI, and all other information,
                                                                materials and documentation reasonably necessary for or directly
                                                                related to Baxter’s exercise of the rights licensed herein
                                                                as listed in Exhibit ‎1.39,
                                                                as well as all copies of documents reasonably requested by Baxter,
                                                                provided that such documents are in Kamada’s possession
                                                                and that such access shall comply with all state and federal statute
                                                                requirements;



 


		(b)	until the end of the Technology
                                                                Sharing Term, to provide Baxter and relevant health authorities
                                                                with such access to Kamada’s offices and laboratory and
                                                                production facilities in Israel as is reasonable to advance the
                                                                sharing of Kamada’s technology under the Technology Sharing
                                                                Plan, upon prior coordination with Kamada of at least [*****]
                                                                and during normal business hours, provided that such visits may
                                                                not unduly burden Kamada’s normal work activities, and to
                                                                provide consultation and advice reasonably requested by Baxter
                                                                or any said authority during any such visit, all for no additional
                                                                consideration;



 


		(c)	for [*****], to provide Baxter
                                                                and Baxter’s third party contract partners with all other
                                                                consultation and advice necessary or evidently beneficial for
                                                                effecting said disclosure, including training and consultation
                                                                performed at such locations as determined in the Technology Sharing
                                                                Plan, with Kamada providing up to an aggregate amount of [*****]
                                                                for no additional consideration to fulfill its obligations under
                                                                the Technology Sharing Plan. For clarity, the [*****] shall include
                                                                all time spent by Kamada personnel or its outside advisors in
                                                                fulfilling its obligations under the Technology Sharing Plan unless
                                                                otherwise specifically indicated under the Technology Sharing
                                                                Plan.



 


 






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		(d)	until the end of the Technology
                                                                Sharing Term, to supply Baxter, for no additional consideration,
                                                                with quantities of the Biologic Material as listed in Exhibit
                                                                ‎1.39 necessary or
                                                                beneficial for Baxter to start development of the manufacturing
                                                                of Baxter Products and to establish production of the Baxter Products
                                                                at its own facilities provided that such biological material is
                                                                in Kamada's possession and that Baxter bears all costs associated
                                                                with shipping the Biologic Material; and,



 


		(e)	until the end of the Technology
                                                                Sharing Term, ensure that, throughout the disclosure process it
                                                                shall have adequate numbers of persons qualified to provide the
                                                                foregoing assistance and services to Baxter.



 


		6.3	Notwithstanding the dates and timelines
                                                               set forth in this Agreement and in Exhibit ‎1.67,
                                                               the Parties acknowledge and agree that the timelines and dates
                                                               shall be accelerated pursuant to the Distribution Agreement in
                                                               the event of a Failure (as such term is defined therein). The Parties
                                                               further agree that time is of the essence as regards all said actions,
                                                               and in particular the disclosure of Kamada Licensed Know-How, technology,
                                                               Biological Material, Technology Sharing Documentation and other
                                                               information and materials to Baxter.



 


		6.4	Kamada shall use its Commercially
                                                               Reasonable Efforts to complete the timely disclosure to Baxter
                                                               of all Technology Sharing Documentation, Kamada Licensed Know-How,
                                                               Biological Material, Regulatory Documentation, and other documentation
                                                               and materials as set forth in Sections ‎6.2(a)
                                                               and ‎6.2(d),
                                                               except that if any delay in such disclosure is the result of a
                                                               delay by Baxter, Kamada’s obligation to disclose shall be
                                                               delayed by such period of time reasonably resulting from Baxter’s
                                                               delay, but no less than the period of Baxter’s delay.



 


		6.5	If Baxter requires additional Kamada
                                                               resource time or requires consultancy and advice after using the
                                                               [*****] personnel hours, which
                                                               are for no additional consideration, or after [*****]
                                                               from the Effective Date, the Parties may mutually agree
                                                               on reasonable support. Whenever support including support provided
                                                               under Section ‎6.2(c)
                                                               requires Kamada personnel to travel to Baxter’s facilities
                                                               or any other facility determined by Baxter, Baxter shall bear all
                                                               reasonable travel expenses (including accommodation) and a per
                                                               diem [*****]
                                                               per day for meals. For additional support beyond the [*****]
                                                               personnel hours under Section ‎6.2(c)
                                                               Baxter shall pay the hourly fees of the Kamada employees traveling
                                                               to Baxter as follows: for [*****] per hour, for [*****] per hour,
                                                               for [*****] per hour and [*****] (e.g., [*****] per hour. The hourly
                                                               fees of other Kamada employees which are not described above, traveling
                                                               to Baxter shall be determined on a case-by-case basis. Following
                                                               a Baxter request for additional support Kamada will provide the
                                                               estimated cost including hourly rates. During such support, Kamada
                                                               will periodically provide Baxter with a detailed report of the
                                                               hours worked by such Kamada employees, the employees utilized,
                                                               and the employee rates which are to be charged to Baxter. Baxter
                                                               shall pay all fees and expenses due to Kamada under this Section
                                                               ‎6.5 within [*****]
                                                               days of its receipt of an invoice related thereto.



 


 






[*****] Confidential portions of this document have
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		6.6	Neither Party shall be obliged
                                                               to disclose any information to the other if it is prevented from
                                                               doing so by an obligation to another person, provided, however,
                                                               that the Parties agree to make all reasonable efforts to obtain
                                                               consent to disclose such information. If that obligation is not
                                                               absolute but is conditional upon the observance of conditions there
                                                               shall be no obligation to make such disclosure except against an
                                                               undertaking to observe such conditions.



 


		6.7	If Baxter finds information and
                                                               data provided by Kamada incorrect or incomplete, Baxter may request
                                                               that Kamada provide additional information necessary to correct
                                                               or supplement previous information, and Kamada shall provide such
                                                               information and data without undue delay, provided that such information
                                                               is within Kamada’s possession.



 


		6.8	Kamada shall not at any time after
                                                               the Effective Date destroy any relevant documents related to the
                                                               A1PI technology, and in particular Kamada will not destroy or dispose
                                                               of any documents related to the clinical investigation of the A1PI
                                                               and A1PI containing products without notice to Baxter. If Kamada
                                                               desires to dispose of any such document, Kamada shall inform Baxter
                                                               of such desire to dispose of such documents, and shall, at Baxter’s
                                                               option, disclose any such document to Baxter without undue delay.



 


		6.9	Further, Kamada shall in particular
                                                               inform Baxter of any additional information, documentation or materials
                                                               in Kamada’s possession or control that reasonably could assist
                                                               Baxter in the development or production of the A1PI manufactured
                                                               by Kamada, or any bulk A1PI product, of which Kamada is aware.
                                                               In particular Kamada shall, until the end of the Technology Sharing
                                                               Term and as a part of its quality assurance system, send Baxter
                                                               all updated versions of all documents and/or other material, which
                                                               have already been disclosed to Baxter, in a timely manner, provided
                                                               that Kamada shall promptly forward material updates to material
                                                               documents.



 


		6.10	Kamada shall retain original documents
                                                                to the extent and for the time period legally required, and Kamada
                                                                shall have the right to retain copies of any original documents
                                                                disclosed to Baxter for its records. Kamada shall further retain
                                                                all original documentation from any A1PI clinical studies and
                                                                trials in its possession while the regulatory license(s) for Baxter
                                                                Products are maintained, including without limitation master files
                                                                for such studies and trials, and will arrange with Baxter for
                                                                the shipment of said originals to Baxter if Kamada at any time
                                                                desires to dispose of said documents. If Kamada wishes to transfer
                                                                any such documentation to any third party, it shall first obtain
                                                                an undertaking from that party allowing Baxter access to such
                                                                documentation or copies thereof under the terms of this Agreement.



 


		6.11	Kamada shall in all aspects of
                                                                the technology disclosure to Baxter of its A1PI production processes
                                                                use its Best Efforts to execute all of its obligations to provide
                                                                Technology Sharing Documentation and to support the technology
                                                                disclosure to Baxter under the Technology Sharing Plan.



 




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		6.12	In conjunction and coordination
                                                                with the efforts of Kamada described in this Section, Baxter shall
                                                                develop the capability to use Kamada Licensed Patents and Kamada
                                                                Licensed Know-How at a facility owned by Baxter (or its Affiliate)
                                                                for the purpose of processing A1PI from human plasma in accordance
                                                                with the terms of this License.



 


		6.13	Incomplete technology sharing
                                                                by Kamada shall be a material breach of its obligations under
                                                                this Agreement, subject to the remedies set forth in Exhibit
                                                                14.8. For the purposes of this agreement, an incomplete technology
                                                                sharing shall mean:



 


		a)	Kamada’s failure, other than
                                                              through serious illness of key personnel, accident, good faith error,
                                                              or other reasonably extenuating circumstance, to attend within a
                                                              [*****] period at least [*****]
                                                              regularly scheduled meetings or [*****] regularly scheduled teleconferences
                                                              of the Technology Sharing Sub-Committee; provided that Kamada did
                                                              not propose an alternative date for such meeting or teleconference
                                                              within [*****] of its failure to attend with such date being within
                                                              [*****] of the original date of the meeting or teleconference and
                                                              Kamada attended the meeting or teleconference on such proposed date;



 


		b)	Kamada’s failure, other than
                                                              through serious illness of key personnel, accident, good faith error
                                                              or other reasonably extenuating circumstance, to attend [*****]
                                                              meetings or [*****] teleconferences duly called, by Baxter for Extraordinary
                                                              Reasons with reasonable notice under the circumstances which shall
                                                              be provided [*****], for a meeting, or [*****], in the case of a
                                                              teleconference, in advance, along with a written notice detailing
                                                              the Extraordinary Reasons (as defined below); provided that Kamada
                                                              did not propose an alternative date for such meeting or teleconference
                                                              within [*****] of its failure to attend, with such date being within
                                                              [*****] of the original date of the meeting or teleconference and
                                                              Kamada attended the meeting or teleconference on such proposed date;



 


		c)	Kamada’s failure to provide
                                                              Baxter with [*****], however, to (1) reasonable delays occurring
                                                              in the natural course of business, with delays of [*****] or less
                                                              being deemed reasonable delays and (2) delays resulting from delays
                                                              by Baxter; in such case Kamada’s obligations shall be delayed
                                                              by such period of time reasonably resulting from Baxter’s
                                                              delay, but no less than the period of Baxter’s delay;



 


		d)	Kamada’s failure to provide
                                                              Baxter with any [*****] without which Baxter’s interests under
                                                              the Agreement, or Baxter’s exercise of the rights, title and/or
                                                              interests granted by Kamada under the Agreement, would be materially
                                                              prejudiced within [*****] of Baxter’s request specifically
                                                              listing the [*****], provided that such [*****] was in the possession
                                                              of Kamada and known to be in the possession of Kamada by Kamada
                                                              personnel. Any such allegation of such failure to provide shall
                                                              be provided as written notice to Baxter, and Kamada shall have [*****]
                                                              days to respond to this allegation, before this failure shall be
                                                              deemed a material breach.



 


 






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It is hereby clarified that
Kamada shall not be deemed to have failed to attend any meeting or teleconference, if Kamada, notwithstanding any other provisions
of notice in this Agreement, notified to Baxter via any method, at least [*****] in advance, that it would not be able to attend
and shall have proposed an alternative date for such meeting or teleconference within [*****] of the original date of the meeting
or teleconference, with such date being within [*****] days of the original date and Kamada attended the meeting or teleconference
on such proposed date.


 


“Extraordinary Reasons”
shall mean Baxter’s reasonable determination that it lacks a specific item of information which prevents it from continuing
its regularly scheduled progress of assimilating the information transferred to it in accordance with the Technology Sharing Plan.


 


Kamada shall not be in material
breach of its obligations under this Agreement if:


 


		a)	Any failure by Kamada to fulfil
                                                               any of its obligations under the detailed Technology Sharing Plan
                                                               is reasonably due to the failure of Baxter to fulfil any of its
                                                               obligations under the detailed Technology Sharing Plan;



 


		b)	Any substitution of any material,
                                                               reagent, equipment, process or procedure by Baxter for those used
                                                               by Kamada results in different yields, quality, or other manufacturing
                                                               and product parameters from those obtained by Kamada in Kamada
                                                               facilities when the A1PI technology is used by Baxter in Baxter’s
                                                               facilities, provided that Kamada has used its Commercially Reasonable
                                                               Efforts in assisting Baxter with the technology sharing in accordance
                                                               with the Technology Sharing Plan.



 


		6.14	Incomplete technology sharing
                                                                by Baxter shall be a material breach of its obligations under
                                                                this Agreement, subject to the remedies set forth in Exhibit
                                                                14.8. For the purposes of this agreement, an incomplete technology
                                                                sharing shall mean:



 


		a)	Baxter’s failure, other than
                                                              through serious illness of key personnel, accident, good faith error
                                                              or other reasonably extenuating circumstance, to attend within a
                                                              [*****] period at least [*****]
                                                              regularly scheduled meetings or [*****] regularly scheduled teleconferences
                                                              of the Steering Committee; provided that Baxter did not propose
                                                              an alternative date for such meeting or teleconference within [*****]
                                                              hours of its failure to attend with such date being within [*****]
                                                              days of the original date of the meeting or teleconference and Baxter
                                                              attended the meeting or teleconference on such proposed date;



 


		b)	Baxter’s failure, other than
                                                              through serious illness of key personnel, accident, good faith error
                                                              or other reasonably extenuating circumstance, to attend [*****]
                                                              meetings or [*****] teleconferences duly called, with reasonable
                                                              notice under the circumstances, by Kamada for extraordinary and
                                                              urgent reasons; provided that Baxter did not propose an alternative
                                                              date for such meeting or teleconference within [*****] hours of
                                                              its failure to attend with such date being within [*****] days of
                                                              the original date of the meeting or teleconference and Baxter attended
                                                              the meeting or teleconference on such proposed date;



 


 






[*****] Confidential portions of this document have
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It is hereby clarified that
Baxter shall not be deemed to have failed to attend any meeting or teleconference, if Baxter, notwithstanding any other provisions
of notice in this Agreement, notified to Kamada via any method, at least [*****]in advance,
that it would not be able to attend and shall have proposed an alternative date for such meeting or teleconference within [*****]
of the original date of the meeting or teleconference, with such date being within [*****]
of the original date and Baxter attended the meeting or teleconference on such proposed date


 


ARTICLE
7.    REGULATORY MATTERS. 


 


		7.1	Regulatory Documentation and
                                                               Regulatory Licenses.



 


		(a)	United States BLA. Kamada
                                                                shall be responsible, at its sole cost and expense for obtaining
                                                                and maintaining the BLA for all A1PI IV Product that is manufactured
                                                                in the Kamada Facility for sale in the United States, its territories
                                                                and possessions (the “US BLA”). Kamada shall
                                                                own such US BLA; provided, however, that following Practice Runs
                                                                (as defined in the Technology Sharing Plan), the Clinical/Regulatory
                                                                Sub-Committee (CRSC) shall discuss, in good faith, the possible
                                                                regulatory options for the Baxter Product, including transferring
                                                                the US BLA to Baxter, sharing the BLA between Kamada and Baxter,
                                                                and any other possible regulatory pathways. The CRSC shall also
                                                                determine the timelines, procedures and costs (if any) to be paid
                                                                by Kamada or Baxter to effect such regulatory options chosen by
                                                                the CRSC.



 


		(b)	United States BLA Supplement.
                                                                Baxter shall be responsible, at its sole cost and expense for
                                                                preparing and maintaining the BLA Supplement for all A1PI IV Product
                                                                that is manufactured in a Baxter Facility, for sale and distribution
                                                                in the United States, its territories and possessions (the “US
                                                                BLA Supplement”). Kamada shall reasonably cooperate,
                                                                at its sole cost and expense, with Baxter in Baxter’s efforts
                                                                to prepare and/or maintain the US BLA Supplement. In connection
                                                                therewith, Kamada shall provide Baxter with copies of such Regulatory
                                                                Documentation, Regulatory Approvals and other information that
                                                                may be necessary and/or useful in Baxter’s efforts pursuant
                                                                to this Section ‎7.1(b)
                                                                to the extent that such information is in Kamada’s possession
                                                                or is reasonably accessible by Kamada. Kamada shall be responsible,
                                                                as BLA holder, for reviewing, filing and holding the BLA Supplement.
                                                                During the Term of this Agreement, Kamada shall also timely provide
                                                                Baxter with copies of updated or amended Regulatory Documentation,
                                                                Regulatory Approvals and related information as they are submitted
                                                                to the respective Regulatory Authorities with respect to the Baxter
                                                                Product.



 




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		(c)	Other Territories. Baxter,
                                                                shall have the exclusive right and shall be responsible, at its
                                                                sole cost and expense for obtaining and maintaining all other
                                                                BLAs for all A1PI IV Product for sale and distribution in any
                                                                country in the Baxter Territory other than the United States,
                                                                its territories and possessions. Baxter shall own all such BLAs;
                                                                provided that (i) Kamada shall be notified of all submissions
                                                                to Regulatory Authorities in such countries if they affect the
                                                                A1PI IV Products or Kamada’s products and shall receive
                                                                electronic copies of such submissions, (ii) if such Regulatory
                                                                Authorities require additional studies or information, the expense
                                                                of such studies or providing such information shall be borne by
                                                                Baxter and (iii) the terms of Section ‎‎7.2
                                                                below shall apply, mutatis mutandis, with respect to any communication
                                                                with any applicable Regulatory Authority.



 


		7.2	Regulatory Authority Communications.



 


		(a)	Generally. Except as expressly
                                                                set forth in this Section ‎7.2
                                                                or as otherwise requested in writing, the Non-BLA Party shall
                                                                not, directly or indirectly, communicate with the FDA or the Regulatory
                                                                Authorities of the applicable country regarding any Regulatory
                                                                Approval or BLA for the A1PI IV Product in such country.



 


		(b)	Oral Communication Initiated
                                                                by Regulatory Authority. If the FDA or other Regulatory Authority
                                                                initiates any unscheduled oral communication with the BLA Party
                                                                directly regarding the Non-BLA Party’s products, or which
                                                                could impact the Non-BLA Party’s products, BLA Party shall
                                                                have the right to respond to such communication to the extent
                                                                reasonably necessary or appropriate under the circumstances; provided,
                                                                however, that (i) BLA Party shall use reasonable efforts
                                                                to limit the communications regarding the Non-BLA Party’s
                                                                products that are conducted without the participation of Non-BLA
                                                                Party; (ii) promptly thereafter, the BLA Party shall provide
                                                                the Non-BLA Party with written notice thereof in reasonably specific
                                                                detail describing the communications regarding Non-BLA Party’s
                                                                products; and (iii) BLA Party promptly shall provide Non-BLA
                                                                Party’s with copies of all minutes and other materials resulting
                                                                therefrom.



 


		(c)	With respect to any meetings,
                                                                telephone conferences, video conferences or other non-written
                                                                communication with the FDA or other Regulatory Authority directly
                                                                regarding Non-BLA Party’s products, or which could impact
                                                                the Non-BLA Party’s products,
                                                                not covered under Section ‎7.2(a)
                                                                or ‎7.2(b):



 


		(i)	BLA Party shall
                                                                                   provide Non-BLA Party with reasonable written
                                                                                   notice thereof in reasonably specific detail
                                                                                   sufficiently in advance to allow Non-BLA Party
                                                                                   the opportunity to have one representative
                                                                                   actively participate therein;



 


		(ii)	upon the request
                                                                                    of Non-BLA Party, BLA Party shall provide
                                                                                    Non-BLA Party with advance details regarding
                                                                                    the subject matter thereof;



 


		(iii)	Non-BLA Party
                                                                                     shall have the right to be present at, and
                                                                                     to the extent relating to the Non-BLA Party’s
                                                                                     products participate in, any such meetings,
                                                                                     telephone conferences, video conferences
                                                                                     or other non-written communication; and



 




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		(iv)	BLA Party
                                                                                    promptly shall provide Non-BLA Party with
                                                                                    copies of all minutes and other materials
                                                                                    resulting therefrom.



 


		7.3	Pricing and Reimbursement Approvals.
                                                               Baxter shall be responsible for obtaining, and undertakes to obtain
                                                               using its Commercially Reasonable Efforts, and maintaining all
                                                               regulatory, administrative, and third party payor-related activities
                                                               relating to pricing and reimbursement approvals for the A1PI IV
                                                               Product in the Baxter Territory (and any country therein). For
                                                               the avoidance of doubt, the foregoing shall not require Baxter
                                                               to seek pricing and/or reimbursement approvals other than in connection
                                                               with the exercise of Baxter’s rights and obligations under
                                                               Section 7.1(c). Baxter shall use its Commercially Reasonable
                                                               Efforts to obtain any such approvals for the United States promptly
                                                               after the Execution Date. Baxter shall have the right to consult
                                                               with Kamada on the planning and development of all documentation
                                                               with respect thereto and Kamada shall use Commercially reasonable
                                                               Efforts to cooperate with Baxter’s efforts in this regard.
                                                               Baxter shall provide to Kamada for review and approval copies of
                                                               any proposed submission at least [*****]
                                                               business days prior to such submission. All such approvals
                                                               shall be obtained in the name of Baxter. Upon termination, but
                                                               not expiration under Section ‎12.1,
                                                               of this Agreement, unless Baxter terminates the Agreement pursuant
                                                               to Section ‎12.2(b)
                                                               or ‎12.2(c),
                                                               Baxter shall promptly assign or cause to be assigned to Kamada
                                                               all rights and data associated with all regulatory, administrative,
                                                               and third party payor-related activities relating to pricing and
                                                               reimbursement approvals that Baxter or any of its Affiliates owns
                                                               and/or has developed in a country within the Baxter Territory with
                                                               respect to such country.



 


		7.4	Remedial Actions.



 


		(a)	Each Party will notify the other
                                                                immediately, and promptly confirm such notice in writing, if it
                                                                obtains information indicating that an A1PI IV Product may be
                                                                subject to any recall, corrective action or other regulatory action
                                                                (other than a corrective and preventive action (“CAPA”)
                                                                under the Act,) worldwide, taken either by virtue of applicable
                                                                federal, state, foreign or other law or regulation or good business
                                                                judgment (a “Remedial Action”).



 


 






[*****] Confidential portions of this document have
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		(b)	The Parties will assist each other
                                                                in gathering and evaluating such information as is necessary to
                                                                determine the necessity of conducting Remedial Action; provided
                                                                that Baxter shall have sole responsibility for collecting information
                                                                from its customers, including customer complaints. The BLA Party
                                                                shall determine whether to commence any Remedial Action with respect
                                                                to the A1PI IV Product. Each Party will maintain adequate records
                                                                to permit the Parties to trace the manufacture of the applicable
                                                                A1PI IV Product and the distribution and use of the such product.
                                                                In the event the BLA Party determines that any Remedial Action
                                                                with respect to the A1PI IV Product should be commenced, or Remedial
                                                                Action is required by any governmental authority having jurisdiction
                                                                over the matter, the BLA Party shall use Commercially Reasonable
                                                                Efforts to conduct such Remedial Action. The other Party shall
                                                                use Commercially Reasonable Efforts to cooperate with such Party
                                                                in implementing any such Remedial Action to the extent such cooperation
                                                                is necessary to effect the Remedial Action. The BLA Party shall
                                                                have sole responsibility for handling any CAPAs in a reasonable
                                                                manner; provided that Baxter shall be responsible for handling
                                                                and shall bear all costs and expenses related to field corrections
                                                                to the extent caused by the acts or omissions of Baxter. The other
                                                                Party shall cooperate with the BLA Party to the extent reasonably
                                                                requested by the BLA Party in handling any CAPA. Any costs and
                                                                expenses incurred by either Party in connection with a Remedial
                                                                Action shall be borne by the Party whose acts or omissions caused
                                                                or resulted in the necessity for such Remedial Action, and such
                                                                Party shall reimburse or credit the other Party for any such costs
                                                                or expenses within [*****] of
                                                                receiving written notice from the other Party that the costs or
                                                                expense has been incurred.



 


		7.5	Pharmacovigilance and Adverse
                                                               Event Reporting



 


		(a)	Responsibility.



 


		(i)	United States.
                                                                                   As long as Kamada is the BLA Party (regarding
                                                                                   the US BLA) Kamada shall be responsible, directly
                                                                                   or through a third party and at [*****], for
                                                                                   undertaking all pharmacovigilance and adverse
                                                                                   event reporting activities within the United
                                                                                   States relating to the A1PI IV Product. Notwithstanding
                                                                                   the foregoing, if Baxter receives any telephonic
                                                                                   or written or other correspondence relating
                                                                                   to an adverse event for an A1PI IV Product
                                                                                   in the United States or elsewhere in the Baxter
                                                                                   Territory, Baxter shall use Commercially Reasonable
                                                                                   Efforts to obtain the Minimum PV Information
                                                                                   and shall promptly forward such Minimum PV
                                                                                   Information to Kamada. Kamada shall fulfill
                                                                                   all regulatory requirements relating to the
                                                                                   safety of the A1PI IV Product, including, but
                                                                                   not limited to, collecting and assessing adverse
                                                                                   events, reporting safety information (individual
                                                                                   case safety reports and aggregate reports),
                                                                                   literature searches, risk management activities,
                                                                                   if warranted, responding to regulatory inquiries
                                                                                   and conducting pharmacovigilance for the A1PI
                                                                                   IV Product.



 


		(ii)	Other Countries.
                                                                                    With respect to all other countries in the
                                                                                    Baxter Territory, Baxter shall be responsible,
                                                                                    at its sole cost and expense, for all pharmacovigilance
                                                                                    and adverse event reporting activities for
                                                                                    A1PI IV Product in such countries; provided,
                                                                                    however, that Kamada shall reasonably assist
                                                                                    Baxter by providing relevant documentation
                                                                                    for such A1PI IV Product.



 


 






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		(iii)	Upon either
                                                                                     Party determining that an adverse event report
                                                                                     will be filed in a country for which it is
                                                                                     responsible for filing adverse event reports,
                                                                                     then the Parties will agree upon an overall
                                                                                     strategy for dealing with all Regulatory
                                                                                     Authorities in, or, if deemed relevant by
                                                                                     a Party, outside of, the Baxter Territory
                                                                                     following such filing.



 


		(b)	Pharmacovigilance Agreement.
                                                                The Parties shall enter into a separate pharmacovigilance agreement.
                                                                Such pharmacovigilance agreement should be executed no later than
                                                                [*****] from the Effective Date and shall thereafter be attached
                                                                to this Agreement as Exhibit ‎7.5(b)
                                                                and shall then be considered as incorporated into this Agreement
                                                                by reference. The pharmacovigilance system shall be operational
                                                                no later than the first sale of an A1PI IV Product in the Baxter
                                                                Territory by Baxter or its Permitted Commercialization Sublicensees.



 


		(c)	Adverse Event Reporting.
                                                                The Parties shall report to each other all information necessary
                                                                to make timely reports as required by any Regulatory Authority
                                                                or other authorized authority in the Baxter Territory and Kamada
                                                                Territory regarding the A1PI IV Product. Further, the Parties
                                                                shall use Commercially Reasonable Efforts to, within [*****]
                                                                following the Effective Date but in any event prior to
                                                                the First Commercial Sale, enter into a written agreement regarding
                                                                adverse event reporting system and procedures acceptable to the
                                                                Parties. The system shall be operational no later than the first
                                                                sale of an A1PI IV Product in the Baxter Territory by Baxter or
                                                                its Permitted Commercialization Sublicensees.



 


		(d)	Notification of Complaints.
                                                                Upon any Party receiving or becoming aware of any complaint involving
                                                                the possible failure of the A1PI IV Product, in any location in
                                                                the world, to meet any requirement of applicable law or regulation,
                                                                and any serious or unexpected side effect, injury, toxicity or
                                                                sensitivity reaction or any unexpected incidents associated with
                                                                the distribution of the A1PI IV Product, whether or not determined
                                                                to be attributable to the A1PI IV Product, (i) such Party shall
                                                                notify the other Party about such complaint and provide initial
                                                                information about such complaint to the other Party within [*****]
                                                                and shall provide all information about such complaint within
                                                                [*****], (ii) promptly provide to the other Party copies of any
                                                                complaints, and provide at the time of submission copies of any
                                                                submissions to any Regulatory Authority regarding such complaints,
                                                                and (iii) with respect to adverse events, comply with the provisions
                                                                of Section ‎7.5‎(c)
                                                                above. Baxter shall have responsibility for investigating
                                                                such complaint in the Baxter Territory, with cooperation and assistance
                                                                from Kamada in the Baxter Territory, and shall immediately inform
                                                                Kamada of any information discovered in the course of the investigation
                                                                that could show that the complaint is justified and that it resulted
                                                                from Kamada’s actions or omissions.



 


 






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		(e)	Notification of Threatened
                                                                Action. Each Party shall immediately notify the other Party
                                                                of any information it receives regarding any threatened or pending
                                                                action, inspection or communication by or from any party, including,
                                                                without limitation, a Regulatory Authority which may affect the
                                                                safety or efficacy claims of the A1PI IV Product or the continued
                                                                marketing of the A1PI IV Product. Upon receipt of such information,
                                                                the Parties shall consult with each other in an effort to arrive
                                                                at a mutually acceptable procedure for taking appropriate action.



 


		7.6	Audits.



 


		(a)	Baxter Access. Kamada will
                                                                give Baxter reasonable access to its records and manufacturing
                                                                facilities to allow Baxter to conduct full compliance audits relating
                                                                to Kamada’s role and obligations as the U.S. BLA holder
                                                                for the Baxter Product, at Baxter’s expense, as reasonably
                                                                deemed necessary by Baxter, but no more frequently than once in
                                                                any [*****] period unless any such audits reveal a material failure
                                                                to comply with its obligations under this Agreement or failure
                                                                to comply with any law, rule or regulation related to the manufacturing,
                                                                handling, storage or transport of the Baxter Product, in which
                                                                case there shall be no limitation of the frequency of such compliance
                                                                audits until such material compliance problems have been corrected,
                                                                at which time the frequency shall be restored to once in any [*****]
                                                                period. The audit shall be conducted by Baxter personnel
                                                                and any of its designated third party Representatives each of
                                                                whom shall, in connection with their participation in such audit,
                                                                agree to execute a confidentiality agreement in favor of Kamada.
                                                                The audit may include, without limitation, records relating to
                                                                manufacturing compliance with the Specifications, compliance with
                                                                quality control and inspection reports procedures, compliance
                                                                with cGMP, Title 21 Parts 210 and 211 or other applicable regulations.
                                                                Such audits will be conducted during Kamada’s normal business
                                                                hours, after [*****] prior written notice to Kamada by Baxter,
                                                                and at times mutually agreeable to the Parties. Kamada will make
                                                                its regulatory compliance and quality assurance personnel (and
                                                                such personnel of any sub-contractors, if applicable) reasonably
                                                                available to Baxter in connection with such audits. If Baxter
                                                                recommends any corrective actions to Kamada in connection with
                                                                such audits, Kamada shall take any corrective action reasonably
                                                                recommended by Baxter within [*****] of receipt of any corrective
                                                                action recommendations, if possible, or will inform Baxter in
                                                                writing of the reasons why Kamada believes such corrective action
                                                                is not required or necessary, or cannot be completed within such
                                                                [*****] period, and, if such reasons are not accepted by Baxter,
                                                                such dispute shall be resolved through the dispute resolution
                                                                process in this Agreement. Baxter shall be given access to audit
                                                                any corrective action.



 


 






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		(b)	Kamada Access. Baxter will
                                                                give Kamada reasonable access to its records and facilities (and
                                                                will obtain sufficient rights to give Kamada reasonable access
                                                                to the records and facilities of its Permitted Sublicensees and
                                                                Affiliates), to allow Kamada to conduct full compliance audits
                                                                relating to the A1PI IV Product (including with respect to its
                                                                manufacture, quality systems, complaint handling, maintenance
                                                                of adequate documentation, etc.), at Kamada’s expense, as
                                                                reasonably deemed necessary by Kamada, but no more frequently
                                                                than once in any [*****] period unless any such audits reveals
                                                                a material failure by Baxter (or its sub-distributors and Affiliates,
                                                                if applicable) to comply with this Agreement or failure to comply
                                                                with any applicable law relating to its obligations under this
                                                                Agreement with respect to the A1PI IV Product [*****] with respect
                                                                to the entity for which the material failure was identified, until
                                                                such material failures have been corrected at which time the frequency
                                                                shall be restored to [*****]. The audit shall be conducted by
                                                                Kamada personnel and any of its designated third party Representatives
                                                                each of whom shall, in connection with their participation in
                                                                such audit, agree to execute a confidentiality agreement in favor
                                                                of Baxter. In furtherance of this right, Baxter agrees that it
                                                                shall specifically obtain from any and all third-party or Affiliate
                                                                distributors of the A1PI IV Product a right of Kamada to conduct
                                                                audits of such party’s records and facilities as set forth
                                                                herein. The audit may include, without limitation, records relating
                                                                to compliance with quality control, manufacturing, and inspection
                                                                reports procedures, compliance with cGMP, Title 21 Parts 210 and
                                                                211 or other applicable regulations. Such audits will be conducted
                                                                during Baxter’s normal business hours, after [*****] prior
                                                                written notice to Baxter by Kamada, and at times mutually agreeable
                                                                to the Parties. Baxter will make its regulatory compliance and
                                                                quality assurance personnel (and such personnel of Baxter’s
                                                                Affiliates or any sub-distributors, if applicable) reasonably
                                                                available to Kamada in connection with such audits. If Kamada
                                                                recommends any corrective actions to Baxter in connection with
                                                                such audits, Baxter shall take any corrective action reasonably
                                                                recommended by Kamada within [*****]
                                                                of receipt of any corrective action recommendations, if
                                                                related to the BLA or BLA Supplement, or, if such corrective action
                                                                is not related to the BLA or BLA Supplement (i) will take such
                                                                corrective action within [*****] of receipt of any corrective
                                                                action recommendations, if possible, or (ii) will inform Kamada
                                                                in writing of the reasons why Baxter believes such corrective
                                                                action is not required or necessary, or cannot be completed within
                                                                such [*****] period
                                                                and if such reasons are not accepted by Kamada, such dispute
                                                                shall be resolved through the dispute resolution process in this
                                                                Agreement. Kamada shall be given access to audit any corrective
                                                                action. In the event that Baxter is not manufacturing or distributing
                                                                the A1PI IV Product and is using third parties to manufacture
                                                                or distribute the A1PI IV Product, Baxter shall obtain all rights
                                                                necessary from such third parties to enable Kamada to exercise
                                                                all of its rights under this Agreement at such third party manufactures’
                                                                facilities.



 


		7.7	Regulatory Inspections.
                                                               Each Party will promptly notify the other Party and provide copies
                                                               of any notice of observations or warnings, requests for Remedial
                                                               Action, CAPAs or other adverse findings issued by the FDA, ISO
                                                               or other federal, state, or local regulatory agency following an
                                                               inspection of its facilities at which the A1PI IV Product for use
                                                               or sale within the Baxter Territory is manufactured, which relates
                                                               to the manufacture, assembly, or packaging of the A1PI IV Product,
                                                               and shall further provide the other Party with information about
                                                               the progress and outcome of any actions taken in response to any
                                                               such notices, warnings, requests or findings. Kamada shall, at
                                                               its discretion, have the right to attend any Baxter meetings with
                                                               the FDA, ISO or any other federal, state or local regulatory agency
                                                               that relate to the A1PI IV Product in the Baxter Territory.



 


 






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		7.8	Baxter shall, throughout the Term
                                                               of this Agreement and for a period of [*****] thereafter, maintain
                                                               a system that is capable of tracking all source materials for the
                                                               Baxter Product and shall, upon request, provide all such data to
                                                               Kamada and the applicable Regulatory Authorities.



 


ARTICLE
8.    CLINICAL AND PRE-CLINICAL DEVELOPMENT.


 


		8.1	Comparability Development.
                                                               The Parties anticipate that a series of pre-clinical and/or clinical
                                                               studies will be needed to establish the comparability of Baxter
                                                               Product with the A1PI product manufactured by Kamada at Kamada’s
                                                               facility (“Comparability Studies”).Baxter and
                                                               Kamada shall jointly design all Comparability Studies.. The Parties
                                                               shall decide, on a study-by-study basis, who shall perform the
                                                               Comparability Studies based on the Parties’ expertise, technical
                                                               resources, and other relevant factors. Baxter shall bear all expenses
                                                               related to Comparability Studies performed by either Party. Baxter
                                                               shall own all data and results from the Comparability Studies,
                                                               however, Kamada shall have the right to use such data for all regulatory
                                                               filing and reporting purposes at all times during and after the
                                                               term of this Agreement.



 


		8.2	Additional Development.
                                                               From time to time during the Term of this Agreement, Kamada and/or
                                                               Baxter may engage in Pre-Clinical or Clinical research regarding
                                                               the Baxter Product and Kamada’s A1PI products produced by
                                                               the licensed technology for intravenous administration which are
                                                               not required by the FDA for the continued marketing of Kamada’s
                                                               A1PI products or Baxter Product as of the Effective date (“Additional
                                                               Development.”) Such Additional Development may be done
                                                               in order to support added indications for Baxter Product or Kamada’s
                                                               intravenous administration A1PI product, or for other reasons.
                                                               Both Baxter and Kamada shall have the right to conduct Additional
                                                               Development.



 


		8.3	Baxter Additional Indication
                                                               Development IP. Baxter shall own all data, Know-How, and Patents
                                                               generated from the Additional Development conducted by Baxter in
                                                               support of new indications for Baxter Product (“Baxter
                                                               Additional Indication Development IP.”) Kamada shall
                                                               have the option to license such Baxter Additional Indication Development
                                                               IP, including all data and results, for marketing Kamada’s
                                                               A1PI products in the Kamada Territory. The purchase price for such
                                                               use shall be a [*****], taking
                                                               into account [*****]. Baxter shall promptly disclose to Kamada
                                                               any Baxter Additional Indication Development IP that is developed
                                                               during the Term.



 


 






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		8.4	Kamada Additional Development
                                                               IP. Kamada shall own all data, Know-How, and patents generated
                                                               from the Additional Development conducted by Kamada “Kamada
                                                               Additional Development IP.” All Kamada Additional Development
                                                               IP made by Kamada during the Product Royalty Term shall be deemed
                                                               Kamada Licensed Patent Rights or Kamada Licensed Know-How, and
                                                               shall be included in the licenses in ‎ARTICLE
                                                               4 for no additional consideration. Kamada shall promptly disclose
                                                               to Baxter any Kamada Additional Indication Development IP that
                                                               is developed during the Term.



 


ARTICLE
9.    REPRESENTATIONS AND WARRANTIES.


 


		9.1	Representations and Warranties.
                                                               Each Party represents and warrants to the other that:



 


		(a)	it is a corporation duly organized,
                                                                validly existing and in good standing (to the extent such concept
                                                                exists under the laws of the jurisdiction of such Party's incorporation)
                                                                under the laws of country in which it incorporated and this Agreement
                                                                has been duly authorized by all necessary corporate action;



 


		(b)	it has all necessary corporate
                                                                power and authority to enter into this Agreement and to perform
                                                                all of its obligations hereunder;



 


		(c)	this Agreement has been duly authorized,
                                                                executed and delivered by it and is the legal, valid and binding
                                                                obligation of such Party, enforceable against such Party in accordance
                                                                with its terms; and



 


		(d)	neither the execution, delivery
                                                                and performance by it of this Agreement nor the consummation of
                                                                the transactions contemplated hereby violate or conflict with
                                                                its charter documents, any material contract, agreement or instrument
                                                                to which it is a party or by which it or its properties are bound,
                                                                or any judgment, decree, order or award of any court, governmental
                                                                body or arbitrator by which it is bound, or any law, rule or regulation
                                                                applicable to it.



 


		9.2	Baxter’s Representations
                                                                 and Warranties and Covenants. Baxter hereby represents and warrants
                                                                 (or covenants, as applicable) to Kamada that as of the Effective
                                                                 Date and during the Term



 


		(a)	Baxter will comply in all material
                                                                respects with all applicable safety, health and other laws, rules
                                                                and regulations applicable to the Product in the Baxter Territory.
                                                                All Baxter Products manufactured by Baxter will be manufactured,
                                                                labeled, packaged and sold in accordance with all applicable international,
                                                                U.S. federal, state and local laws and regulations and all E.U.
                                                                and E.U. Member State laws and regulations, including, but not
                                                                limited to, the Act and cGMP in all material respects.



 


		(b)	Baxter shall use Commercially
                                                                Reasonable Efforts to ensure that all third party manufacturers
                                                                of any raw materials for the Baxter Product comply in all material
                                                                respects with all laws, rules and regulations applicable to the
                                                                design, manufacture, labeling and packaging of the Baxter Product
                                                                in the Baxter Territory.



 


		(c)	The manufacturing facilities and
                                                                processes utilized for the manufacture of the Baxter Products
                                                                will, at all times during the Term of this Agreement, comply with
                                                                all applicable international, U.S. federal, state and local laws
                                                                and regulations and all other applicable laws and regulations
                                                                of other countries, including, but not limited to, the Act and
                                                                cGMP in all material respects.



 




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		(d)	Baxter and its Affiliates and
                                                                sub-distributors (and all third party manufacturers of any raw
                                                                materials for Baxter Product) shall implement such quality control
                                                                systems and procedures as shall be appropriate to ensure compliance
                                                                with the requirements of cGMP and ICH and applicable foreign laws
                                                                and regulations that are applicable to Baxter and its Affiliates
                                                                and sub-distributors (or any third party manufacturer) as the
                                                                manufacturer or supplier or distributor, as applicable, of the
                                                                Baxter Product.



 


		(e)	Baxter is, and will be, as applicable,
                                                                in material compliance with all applicable environmental, health,
                                                                safety and transportation regulations (including, but not limited
                                                                to, regulations of the U.S. Environmental Protection Agency, U.S.
                                                                Occupational Safety and Health Administration, and the U.S. Department
                                                                of Transportation).



 


		9.3	Kamada Warranty:
                                                               Kamada represents and warrants that it is the owner of all right,
                                                               title, and interest in the Kamada Licensed Patent Rights, Kamada
                                                               Licensed Know-How, and Kamada Trademarks, or has the right to grant
                                                               sublicenses with respect thereto under licenses to Kamada for the
                                                               same. Kamada represents and warrants that to its knowledge it has
                                                               the right to grant the Licenses provided herein.



 


		9.4	Compliance with Laws. Each
                                                               Party will comply with all applicable laws in performing its obligations
                                                               and exercising its rights hereunder.



 


ARTICLE
10.         CONFIDENTIALITY AND DISCLOSURE OF KNOW-HOW.


 


		10.1	Confidentiality.
                                                                                    Each Party acknowledges that, in the course
                                                                                    of performing its duties and obligations under
                                                                                    this Agreement, certain information that is
                                                                                    confidential or proprietary to such Party
                                                                                    including the Kamada Licensed Patent Rights
                                                                                    and Kamada Licensed Know-How (“Confidential
                                                                                    Information”) will be furnished
                                                                                    by the other Party or such other Party’s
                                                                                    Representatives. Each Party agrees that any
                                                                                    Confidential Information furnished by the
                                                                                    other Party or such other Party’s Representatives
                                                                                    will not be used by it or its Representatives
                                                                                    except in connection with, and for the purposes
                                                                                    of, the development, manufacturing, promotion,
                                                                                    marketing, distribution and sale of Baxter
                                                                                    Product and for any other purpose permitted
                                                                                    under this Agreement and, except as provided
                                                                                    herein, will not be disclosed by it or its
                                                                                    Representatives without the prior written
                                                                                    consent of the other Party. Notwithstanding
                                                                                    the foregoing, Confidential Information furnished
                                                                                    by a Party may be disclosed by a receiving
                                                                                    Party to such receiving Party’s professional
                                                                                    advisors or such receiving Party’s bona
                                                                                    fide potential purchasers, acquirers, investors,
                                                                                    bankers and lenders, and the professional
                                                                                    advisors of the foregoing; provided that such
                                                                                    persons need to know the disclosed information
                                                                                    and agree to be bound by the receiving Party’s
                                                                                    obligation of confidentiality with respect
                                                                                    to such information. The Parties further agree
                                                                                    that all Confidential Information, including
                                                                                    but not limited to the Kamada Licensed Know-How,
                                                                                    whether disclosed in written, electronic or
                                                                                    other tangible form (such as a physical prototype,
                                                                                    physical sample, photograph or video tape)
                                                                                    shall be clearly marked “CONFIDENTIAL”
                                                                                    (or sent in a communication clearly marked
                                                                                    “CONFIDENTIAL”) or, if furnished
                                                                                    in oral form or by visual observation, shall
                                                                                    be stated to be confidential by the Party
                                                                                    disclosing such information at the time of
                                                                                    such disclosure and reduced to a writing by
                                                                                    the Party disclosing such information which
                                                                                    is furnished to the other Party or such other
                                                                                    Party’s Representatives within [*****]
                                                                                    after such disclosure.



 




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		10.2	Exceptions.
                                                                                    The confidentiality obligations of each Party
                                                                                    under Section ‎10.1
                                                                                    do not extend to any Confidential Information
                                                                                    furnished by the other Party or such other
                                                                                    Party’s Representatives that (a) is
                                                                                    or becomes generally available to the public
                                                                                    other than as a result of a disclosure by
                                                                                    the recipient Party or its Representatives,
                                                                                    (b) is or becomes generally available to the
                                                                                    public as a result of a disclosure specifically
                                                                                    permitted under Section ‎10.3,
                                                                                    (c) was available to the recipient Party or
                                                                                    its Representatives on a non-confidential
                                                                                    basis prior to its disclosure thereto by the
                                                                                    other Party or such other Party’s Representatives
                                                                                    as can be proved by documentary evidence,
                                                                                    (d) can be demonstrated by documentary evidence
                                                                                    by the recipient Party that it was independently
                                                                                    developed by the recipient Party without reference
                                                                                    to any Confidential Information of the other
                                                                                    Party, or (e) becomes available to such Party
                                                                                    or its Representatives on a non-confidential
                                                                                    basis from a source other than the other Party
                                                                                    or such other Party’s Representatives
                                                                                    as can be proved by documentary evidence;
                                                                                    provided, however, that such source is not
                                                                                    bound by a confidentiality agreement with
                                                                                    the other Party or such other Party’s
                                                                                    Representatives.



 


		10.3	Legally
                                                                                    Required Disclosures.



 


			If the Party receiving
                                                                                any Confidential Information or any of its Representatives
                                                                                (the “Receiving Party”) is
                                                                                required by law, rule or regulation or by order
                                                                                of a court of law, administrative agency, or other
                                                                                governmental body (including the United States
                                                                                Securities and Exchange Commission or the Israeli
                                                                                Securities Authority) to disclose any of the Confidential
                                                                                Information, the Receiving Party will (a) promptly
                                                                                provide the other Party (the “Disclosing
                                                                                Party”) with reasonable advance written
                                                                                notice if at all possible to enable the Disclosing
                                                                                Party the opportunity to seek a protective order
                                                                                or to otherwise prevent or limit such legally
                                                                                required disclosure, (b) use Commercially Reasonable
                                                                                Efforts to cooperate with the Disclosing Party
                                                                                to obtain such protection, and (c) disclose only
                                                                                the legally required portion of the Confidential
                                                                                Information. Any such legally required disclosure
                                                                                will not relieve the Receiving Party from its
                                                                                obligations under this Agreement to otherwise
                                                                                limit the disclosure and use of such information
                                                                                as Confidential Information.



 


		10.4	Terms of
                                                                                    Agreement. The terms of this Agreement,
                                                                                    and the transactions contemplated hereby shall
                                                                                    be deemed to be Confidential Information subject
                                                                                    to the provisions of Section ‎10.1.



 


 






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		10.5	Compelled
                                                                                    Disclosure. In the event that either Party
                                                                                    or its Representatives are requested or become
                                                                                    legally compelled (by oral questions, interrogatories,
                                                                                    requests for information or document subpoena,
                                                                                    civil investigative demand or similar process)
                                                                                    to disclose any Confidential Information furnished
                                                                                    by the other Party or such other Party’s
                                                                                    Representatives or the fact that such Confidential
                                                                                    Information has been made available to it,
                                                                                    such Party agrees that it or its Representatives,
                                                                                    as the case may be, will provide the other
                                                                                    Party with prompt written notice of such request(s)
                                                                                    so that the other Party may seek a protective
                                                                                    order or other appropriate remedy and/or waive
                                                                                    compliance with the provisions of this Agreement.
                                                                                    In the event that such protective order or
                                                                                    other remedy will not be obtained, or that
                                                                                    the other Party waives compliance with the
                                                                                    provisions of this Agreement, such Party agrees
                                                                                    that it will furnish only that portion of
                                                                                    such Confidential Information that is legally
                                                                                    compelled and will exercise Commercially Reasonable
                                                                                    Efforts to obtain reliable assurance that
                                                                                    confidential treatment will be accorded to
                                                                                    that portion of such Confidential Information
                                                                                    and other information being disclosed



 


		10.6	Return
                                                                                    of Confidential Information. Upon termination
                                                                                    of this Agreement and upon the request of
                                                                                    the Disclosing Party, the Receiving Party
                                                                                    will return to the Disclosing Party all Confidential
                                                                                    Information (including copies) provided by
                                                                                    the Disclosing Party under this Agreement,
                                                                                    and will destroy all summaries, extracts and
                                                                                    the like prepared by the Receiving Party that
                                                                                    incorporate the Disclosing Party’s Confidential
                                                                                    Information; provided, however, that the Receiving
                                                                                    Party may retain one complete copy of the
                                                                                    Confidential Information, and copies of Confidential
                                                                                    Information which are Know-How in the Know-How
                                                                                    Registry, for the purpose of determining its
                                                                                    obligations under this Agreement, such copy
                                                                                    to be retained by the Legal Department of
                                                                                    the recipient.



 


		10.7	Restriction
                                                                                    on Trading in Securities of Kamada. Baxter
                                                                                    acknowledges that information provided to
                                                                                    it or to be provided to it under this Agreement
                                                                                    includes confidential and non-public information
                                                                                    that may be considered “inside information”
                                                                                    under Israeli securities law. Baxter shall
                                                                                    comply with the provisions of Israeli securities
                                                                                    laws regarding the use of any such “inside
                                                                                    information.”



 


		10.8	Survival.
                                                                                    The obligations of the Parties under this
                                                                                    Article 10 shall survive for [*****]
                                                                                    after the termination or expiration
                                                                                    of this Agreement, except for trade secrets
                                                                                    regarding which the confidentiality obligations
                                                                                    of the Parties under this Article 10
                                                                                    shall survive indefinitely and information
                                                                                    which has been identified as Know-How by a
                                                                                    Party and entered into the Know-How Registry,
                                                                                    in which case the obligations shall survive
                                                                                    until the identified Know-How becomes public
                                                                                    information not due to a breach of this Agreement
                                                                                    by a Party bound by confidentiality obligations
                                                                                    in regard to such Know-How.



 


		10.9	Disclosure
                                                                                    of Know-How. As part of the initial disclosure
                                                                                    of Technology Sharing Documentation from Kamada
                                                                                    to Baxter, and potential disclosure of Know-How
                                                                                    related to Improvements under Section ‎4.5,
                                                                                    Know-How will be disclosed between the Parties.
                                                                                    In order to keep accurate records of what
                                                                                    a Party considers to be its Know-How, and
                                                                                    for the Parties to monitor their obligations
                                                                                    with respect to such Know-How, the Parties
                                                                                    shall establish a Know-How Registry accessible
                                                                                    to both Parties. Each Party shall designate
                                                                                    a Know-How Registry manager, whose responsibility
                                                                                    it will be to check the Know-How Registry
                                                                                    for accuracy, and to enter that Party’s
                                                                                    Know-How into the Know-How Registry. Upon
                                                                                    entry of a document into the Know-How Registry,
                                                                                    the Know-How Registry manager for the entering
                                                                                    Party shall notify the Know-How Registry manager
                                                                                    for the other (“reviewing”) Party.
                                                                                    The reviewing Party’s Know-How Registry
                                                                                    manager shall have [*****] to review the proposed
                                                                                    Know-How, and either accept or reject the
                                                                                    document as the Know-How of the entering Party;
                                                                                    however, in the case of Technology Sharing
                                                                                    Documentation, the reviewing Party’s
                                                                                    Know-How Registry manager shall have [*****]
                                                                                    for review, due to the large amount of documents
                                                                                    in the Technology Transfer Documentation.
                                                                                    If the reviewing Party has not rejected the
                                                                                    document as Know-How within the reviewing
                                                                                    period, such document shall be deemed Know-How
                                                                                    of the entering Party. If the reviewing Party
                                                                                    rejects the document as the Know-How of the
                                                                                    entering Party, the reviewing Party shall
                                                                                    provide detailed, substantial reasons for
                                                                                    that rejection in a written communication
                                                                                    to the entering Party (e.g., an SOP for pH
                                                                                    or sodium concentration determination follows
                                                                                    procedures published in the European Pharmacopeia.)
                                                                                    The Parties shall discuss in a timely manner
                                                                                    the reasons for rejection, and resolve whether
                                                                                    the contested Know-How document shall be entered
                                                                                    into the Know-How Registry.



 


 






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


 




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ARTICLE
11.         INDEMNIFICATION.


 


		11.1	Kamada
                                                                                    Indemnity. Kamada agrees to indemnify,
                                                                                    defend and hold Baxter and its Affiliated
                                                                                    Parties (collectively, the “Baxter
                                                                                    Indemnified Parties”) harmless from
                                                                                    and against all losses, liabilities, damages,
                                                                                    costs and expenses (including reasonable attorney’s
                                                                                    fees and costs of investigation and litigation
                                                                                    regardless of outcome) resulting from all
                                                                                    claims, demands, actions and other proceedings
                                                                                    by or on behalf of any Third Party (including
                                                                                    any governmental authority) (collectively,
                                                                                    “Claims”) to the extent
                                                                                    arising from:



 


		(a)	any material breach by Kamada
                                                                of any of its representations, warranties, covenants or material
                                                                obligations under this Agreement;



 


		(b)	the negligence, gross negligence,
                                                                recklessness or willful misconduct of Kamada, its Affiliates or
                                                                agents in the performance of Kamada’s obligations hereunder;



 


		(c)	claims that (i) the manufacture,
                                                                distribution, marketing or sale of the Baxter Product, made according
                                                                to the [*****] under this
                                                                Agreement, and embodied in the [*****] or the [*****] any [*****];
                                                                and



 


		(d)	claims resulting from the [*****]
                                                                of any of (i) [*****] (as such terms are defined in the License
                                                                Agreement) [*****];



 


provided that Kamada shall not
be obligated pursuant to this Section ‎11.1 to the extent Baxter is required to
indemnify Kamada pursuant to Section ‎11.2 hereof.


 


		11.2	           Baxter
                                                                                    Indemnity. Baxter agrees to indemnify,
                                                                                    defend and hold Kamada harmless from and against
                                                                                    all losses, liabilities, damages, costs and
                                                                                    expenses (including reasonable attorney’s
                                                                                    fees and costs of investigation and litigation
                                                                                    regardless of outcome) resulting from all
                                                                                    Claims to the extent arising from:



 





 






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


 




    	36



    	 



    

 


		(a)	any material breach by Baxter
                                                                of any of its representations, warranties, covenants or material
                                                                obligations under this Agreement;



 


		(b)	the negligence, gross negligence,
                                                                recklessness or willful misconduct of Baxter, its Affiliates,
                                                                agents or Permitted Sublicensees in the performance of Baxter’s
                                                                obligations hereunder; and



 


		(c)	the development (including without
                                                                limitation the conduct of clinical trials in humans), manufacturing,
                                                                testing, storage, handling, transportation, disposal, commercialization
                                                                (including any recalls, field corrections or market withdrawals
                                                                resulting from Baxter’s or its Affiliates, agents or Permitted
                                                                Sublicensees actions or omissions), marketing, distribution, promotion,
                                                                sale or use of a Baxter Product by Baxter or its Affiliates, agents
                                                                or Permitted Sublicensees; and



 


		(d)	any product liability claims,
                                                                lawsuits, action or proceedings, whether in a judicial, governmental,
                                                                or other forum, arising from, connected with or relating to any
                                                                Baxter Product to the extent not wholly attributable to the process
                                                                shared by Kamada under this Agreement, as embodied in Kamada Licensed
                                                                Patent Rights or the Kamada Licensed Know-How;



 


		(e)	any Baxter Product being adulterated
                                                                or misbranded within the meaning of the Act, or within the meaning
                                                                of any applicable law in which the definition of adulteration
                                                                is substantially the same as that contained in the Act, as such
                                                                Act and such laws are constituted and effective when such Baxter
                                                                Product is sold or such Baxter Product being an article which
                                                                may not, under the provisions of the such Act, except those relating
                                                                to misbranding, be introduced into interstate commerce;



 


		(f)	the failure of any Baxter Product
                                                                to be free from defects in materials and workmanship;



 


		(g)	the failure of Baxter, its Affiliates,
                                                                agents or Permitted Sublicensees to comply, or any Baxter Product
                                                                to be in compliance with, with applicable laws, rules or regulations
                                                                in the manufacturing, storage, marketing, promotion, sale, handling,
                                                                transportation or distribution of the Baxter Product; or



 


		(h)	any [*****]
                                                                other than as a result of [*****] by the [*****] under
                                                                this Agreement, as embodied by the [*****];



 


provided that Baxter shall not
be obligated pursuant to this Section ‎11.2 to the extent Kamada is required to
indemnify Baxter pursuant to Section ‎11.1 hereof.


 


 






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


 




    	37



    	 



    

 


		11.3	Claims
                                                                                    for Indemnification. Whenever any indemnification
                                                                                    claim arises under this Agreement, the Party
                                                                                    seeking indemnification (the “Indemnified
                                                                                    Party”) shall promptly notify the
                                                                                    other Party (the “Indemnifying Party”)
                                                                                    of the claim and, when known, the facts constituting
                                                                                    the basis of such claim; provided, however,
                                                                                    that failure to give such notice shall not
                                                                                    relieve the Indemnifying Party of its obligation
                                                                                    hereunder unless and to the extent that such
                                                                                    failure substantially prejudices the Indemnifying
                                                                                    Party.



 


		11.4	Third-Party
                                                                                    Claims. In the event of a third party
                                                                                    claim giving rise to indemnification hereunder,
                                                                                    the Indemnifying Party may, upon prior written
                                                                                    notice to the Indemnified Party, assume the
                                                                                    defense of such claim with counsel reasonably
                                                                                    satisfactory to the Indemnified Party, and
                                                                                    shall thereafter be liable for all expenses
                                                                                    incurred in connection with such defense,
                                                                                    including attorneys’ fees and expenses;
                                                                                    provided, however, that if the Indemnifying
                                                                                    Party assumes the defense of any such claim,
                                                                                    the Indemnified Party may participate in such
                                                                                    defense at its own expense and with counsel
                                                                                    of its choice; provided further, however,
                                                                                    that if there are one or more legal defenses
                                                                                    available to the Indemnified Party that conflict
                                                                                    with those available to the Indemnifying Party
                                                                                    or there exists any other conflict of interest,
                                                                                    the Indemnifying Party shall have the right
                                                                                    to assume the defense of such claim but the
                                                                                    Indemnified Party shall have the right to
                                                                                    employ separate counsel at the expense of
                                                                                    the Indemnifying Party and to participate
                                                                                    in the defense thereof. If the Indemnifying
                                                                                    Party elects to control the defense of such
                                                                                    claim, it shall do so diligently and shall
                                                                                    have the right to settle any claim for monetary
                                                                                    damages, provided such settlement includes
                                                                                    a complete and absolute release of the Indemnified
                                                                                    Party and shall not admit any fault or liability
                                                                                    on the part of the Indemnified Party. Notwithstanding
                                                                                    anything to the contrary, the Indemnifying
                                                                                    Party may not settle any claims for fines,
                                                                                    penalties or the like or in any way adverse
                                                                                    to the Indemnified Party without the prior
                                                                                    written consent of the Indemnified Party,
                                                                                    which shall not unreasonably be withheld,
                                                                                    conditioned or delayed.



 


		11.5	Insurance
                                                                                    Requirements. Each Party will, at its
                                                                                    own cost and expense, obtain and maintain
                                                                                    in full force and effect, during the Term,
                                                                                    General Liability insurance including Completed
                                                                                    Operations, and Product Liability, including
                                                                                    Standard US’ Form Contractual Liability,
                                                                                    with limits of liability of not less than
                                                                                    [*****] per
                                                                                    event and in aggregate per annum, and naming
                                                                                    the other Party as an additional insured.
                                                                                    Any independent insurance carriers must be
                                                                                    rated at least A by A.M. Best Company. If
                                                                                    the insurance policy is written on a claims-made
                                                                                    basis, then the coverage must be kept in place
                                                                                    for at least [*****] the termination of this
                                                                                    Agreement. Any and all policy deductibles
                                                                                    shall be assumed by the Party obtaining such
                                                                                    insurance policy. Policies held by a Party
                                                                                    shall be considered primary and bear no relationship
                                                                                    to any policies held by the other Party. Each
                                                                                    Party will furnish the other Party with a
                                                                                    certificate of insurance within [*****] of
                                                                                    the Effective Date of this Agreement evidencing
                                                                                    that such insurance is in effect and that
                                                                                    a minimum of [*****] notice must be given
                                                                                    to the other Party prior to any cancellation
                                                                                    or material changes to the policy. Baxter
                                                                                    has the right to self-insure.



 


 






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


 




    	38



    	 



    

 


		11.6	LIMITATION
                                                                                    ON LIABILITY. NOTWITHSTANDING ANYTHING
                                                                                    IN THIS AGREEMENT TO THE CONTRARY INCLUDING
                                                                                    THE INDEMNIFICATION PROVISIONS UNDER THIS
                                                                                    ‎ARTICLE
                                                                                    11, EXCEPT FOR DAMAGES ARISING FROM A PARTY’S
                                                                                    WILLFUL INFRINGEMENT OF THE OTHER PARTY’S
                                                                                    INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY
                                                                                    SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
                                                                                    LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL,
                                                                                    PUNITIVE, EXEMPLARY, COLLATERAL OR INCIDENTAL
                                                                                    DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY
                                                                                    OF LIABILITY, ARISING OUT OF THIS AGREEMENT
                                                                                    (INCLUDING LOSS OF USE, DATA, OR BUSINESS),
                                                                                    AND WHETHER OR NOT THE OTHER PARTY HAS BEEN
                                                                                    ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
                                                                                    THIS LIMITATION SHALL APPLY NOTWITHSTANDING
                                                                                    ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
                                                                                    REMEDY PROVIDED FOR HEREIN. THE PARTIES AGREE,
                                                                                    HOWEVER, NONE OF THE FOREGOING LIMITATIONS
                                                                                    OF THIS SECTION ‎11.6
                                                                                    APPLY TO ANY AMOUNTS PAID OR PAYABLE DUE
                                                                                    TO ANY THIRD-PARTY RELATED CLAIM, DEMAND,
                                                                                    PROCEEDING, SUIT OR ACTION FOR WHICH A PARTY
                                                                                    IS OBLIGATED TO INDEMNIFY THE OTHER PARTY
                                                                                    PURSUANT TO SECTION ‎11.1
                                                                                    or ‎11.2,
                                                                                    AND ANY SUCH AMOUNTS WILL BE CONSIDERED
                                                                                    COMPENSATORY OR DIRECT DAMAGES AND NOT INDIRECT,
                                                                                    SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY,
                                                                                    COLLATERAL OR INCIDENTAL DAMAGES.



 


		11.7	Cooperation
                                                                                    as to Indemnified Liability. Each Party
                                                                                    hereto shall reasonably cooperate with other
                                                                                    Party with respect to access to witnesses,
                                                                                    books, records, or other documentation within
                                                                                    such Party’s control, if deemed reasonably
                                                                                    necessary or appropriate by any Party in the
                                                                                    defense of any claim, which may give rise
                                                                                    to indemnification hereunder.



 


ARTICLE
12.        


TERM AND TERMINATION.


 


		12.1	Term of
                                                                                    the Agreement. This Agreement shall become
                                                                                    effective on the Effective Date and, unless
                                                                                    otherwise agreed to in writing or unless otherwise
                                                                                    terminated earlier pursuant to the provisions
                                                                                    of this Agreement, this Agreement shall expire
                                                                                    upon the expiration of all of Baxter’s
                                                                                    obligations to pay Royalties to Kamada pursuant
                                                                                    to this Agreement (the “Term”);
                                                                                    provided, however, that expiration of the
                                                                                    Agreement under this Section ‎12.1
                                                                                    at the end of the Royalty Period shall
                                                                                    not limit Baxter’s rights under Section
                                                                                    ‎4.2.



 


		12.2	Termination.
                                                                                    Notwithstanding anything to the contrary contained
                                                                                    in this Agreement:



 


		(a)	Kamada may terminate this Agreement
                                                                by providing written notice to Baxter (effective immediately),
                                                                if Baxter (i) files any opposition, interference or like notice
                                                                or initiates any like proceeding in any country, and/or otherwise
                                                                contests in any way, in any forum in any country, the validity
                                                                or enforceability of any of the Kamada Licensed Patent Rights;
                                                                or (ii) infringes Kamada’s intellectual property, including
                                                                any use of the Kamada Licensed Patents and/or Kamada Licensed
                                                                Know-How outside of the Field.



 


		(b)	Either Kamada or Baxter may terminate
                                                                this Agreement and the Licenses granted hereunder in their entirety
                                                                or on a Baxter Product-by-Baxter Product basis or on a country-by-country
                                                                basis with respect to one or more countries in the Baxter Territory
                                                                by providing written notice to the other Party:



 




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(i)          if
the other Party is in material breach of this Agreement and shall have failed to cure such breach within (A) [*****]
for a monetary breach or (B) [*****] for a non-monetary breach after receipt of a written notice from the non-breaching
Party specifying the breach in detail from the non-breaching Party, unless such non-monetary breach cannot be cured within such
[*****], in which case the breaching Party shall have undertaken a good faith effort to cure such breach within such [*****] period
and diligently prosecuted such cure to prompt completion: provided, however, that for any payment or report with a [*****] due
date, receipt of the payment or report by Kamada by [*****] after the due date shall not be considered a breach; or


 


(ii)         upon
or after the granting of a winding-up order in respect of the other Party, or upon an order being granted against the other Party
for the appointment of a receiver over all or substantially all of such other Party’s assets, or if such other Party passes
a resolution for its voluntary winding-up, or if a temporary or permanent liquidator or receiver is appointed for all or substantially
all of such other Party’s assets or in respect of such other Party, or if a temporary or permanent attachment order is granted
on all of such other Party’s assets, or a substantial portion thereof, and is not cancelled within [*****],
or if such other Party shall seek protection under any laws or regulations, the effect of which is to suspend or impair the rights
of any or all of its creditors, or to impose a moratorium on such creditors, or if anything analogous to any of the foregoing
in this Section ‎12.2(b)(ii) under the laws of any jurisdiction occurs in
respect of such other Party; provided that in the case that any such order or act is initiated by any Third Party, the right of
termination shall apply only if such order or act as aforesaid is not cancelled within [*****] of the grant of such order or the
performance of such act.


 


		(c)	At any time during the term of
                                                                this agreement prior to the First Commercial Sale, Baxter may
                                                                terminate this Agreement due to Kamada’s material breach
                                                                of Section ‎6.4,
                                                                provided that such material breach does not arise due to factors
                                                                beyond Kamada’s control.



 


		(d)	Baxter may terminate this Agreement
                                                                in its entirety or on a Baxter Product-by-Baxter Product basis
                                                                or on a country-by-country basis with respect to one or more countries
                                                                in the Baxter Territory without any resulting liability arising
                                                                from Baxter’s exercise of such termination right:



 


 






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


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


 




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(i)          Upon
ninety (90) days notice in the event that ninety (90) days have passed since a court or other legal body of competent jurisdiction
determines in a final, non-appealable judgment or binding ruling that the continued sale and use the Baxter Product manufactured
according to the process shared by Kamada under this Agreement, as embodied in the Kamada Licensed Patent Rights or the Kamada
Licensed Know-How, in the Field materially infringes a third party’s intellectual property and Kamada has not (A) obtained
and sub-licensed to Baxter the right to sell and use the Baxter Product manufactured according to the process shared by Kamada
under this Agreement, as embodied in Kamada Licensed Patent Rights or the Kamada Licensed Know-How, in the Field or (B) provided
and licensed to Baxter an alternative process by which the Baxter Product in the Field can be produced without infringing any
third party’s intellectual property and whose implementation will not require material expenditures; or


 


(ii)         Following
the First Commercial Sale in the United States, [*****] prior written notice, Baxter may terminate this Agreement in its entirety
without any resulting liability if: (A) the Sold Volume (as defined below) in the Baxter Territory during any calendar year is
less than [*****] of the Sold Volume for the [*****] (except if such change in the Sold Volume is mainly a result of the introduction
of a Kamada A1PI Inhaled Product in the Baxter Territory), and (B) Baxter provides such termination notice within [*****] after
the publication of the applicable Sold Volume Report. “Sold Volume” means the volume of A1PI product administered
intravenously, sold, by the Parties or any Third Party, in the Baxter Territory according to MRB annual report (the “Sold
Volume Report”); or


 


(iii)        
Upon [*****] notice in the event that the US BLA or US BLA Supplement was withdrawn, or the
application for the US BLA Supplement rejected, as a result of Kamada’s not taking the actions required under this Agreement
as a BLA Party and such decision was not reversed within [*****] by the applicable Regulatory Authority, and Kamada has not taken
diligent efforts to reinstate the US BLA or US BLA Supplement, and in each case provided that such withdrawal or rejection was
not primarily resulted from the actions or omissions of Baxter or any of its Affiliates.


 


		(e)	Kamada may terminate this Agreement
                                                                in its entirety or on a Baxter Product-by-Baxter Product basis
                                                                or on a country-by-country basis with respect to one or more countries
                                                                in the Baxter Territory without any resulting liability arising
                                                                from Kamada’s exercise of such termination right upon [*****]
                                                                written notice to Baxter in the event that:



 


(i)          Any
Regulatory Approval for any Baxter Product in any country within the Baxter Territory has been withdrawn or an application for
Regulatory Approval for any Baxter Product in any country within the Baxter Territory has been rejected and such decision has
not been reversed within [*****] of its issuance, in each case by the applicable Regulatory Authority, unless such withdrawal
or rejection primarily resulted from the actions or omissions of Kamada or any of its Affiliates; provided, however, that the
termination shall right shall only be exercisable in the country of such Regulatory Approval; or


 


 






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


 




    	41



    	 



    

 


(ii)         A
court or other legal body of competent jurisdiction determines in a final, non-appealable judgment or binding ruling that any
Baxter Product materially infringes a third party’s intellectual property other than as a result of the manufacture of the
Baxter Product by the process shared by Kamada under this agreement, as embodied by the Kamada Licensed Patent Rights or the Kamada
Licensed Know-How, of any third party’s intellectual property; provided that this right to terminate shall apply only to
the countries in the Baxter Territory whose court or other legal body of competent jurisdiction issued such judgment or binding
ruling or such countries in the Baxter Territory which such judgment or binding ruling applies.


 


(iii)        The
First Commercial Sale in the United States has not occurred prior to June 15, 2017, and Baxter has not used Commercially Reasonable
efforts to sell by that date.


 


		12.3	Effect
                                                                                    of Termination.



 


		(a)	Generally.



 


(i)          Upon
termination (but not expiration under Section ‎12.1) of this Agreement for whatever
reason, all rights in and to the Kamada Licensed Patent Rights and Kamada Licensed Know-How, including without limitation, all
licenses granted by Kamada to Baxter pursuant to this Agreement, shall revert to Kamada and Baxter shall not be entitled to make
any further use thereof and Baxter shall deliver to Kamada all drawings, plans, diagrams, specifications, other documentation,
models or any other physical matter in Baxter’s possession in any way containing, representing or embodying the Kamada Licensed
Patent Rights and Kamada Licensed Know-How (save for the copies which Baxter may retain subject to and in accordance with the
provisions of ‎ARTICLE 10 above).


 


(ii)         Termination
or expiration of this Agreement shall not release either Party from the obligation to make payment of all amounts due and payable
as of the applicable expiration or termination date.


 


		12.4	Survival.
                                                                                    The rights and obligations set forth in this
                                                                                    Agreement shall extend beyond the expiration
                                                                                    or termination of this Agreement to the extent
                                                                                    that the survival of such rights or obligations
                                                                                    are necessary to permit their complete fulfillment
                                                                                    or discharge. Without limiting in any way
                                                                                    the generality of the foregoing, the following
                                                                                    provisions of this Agreement, and the other
                                                                                    provisions that
                                                                                    by their terms expressly survive termination,
                                                                                    shall survive termination or expiration of
                                                                                    this Agreement: Section ‎4.4,
                                                                                    Section ‎4.5,
                                                                                    Section ‎4.6,
                                                                                    Section ‎4.7(d),
                                                                                    Section ‎7.3,
                                                                                    ‎ARTICLE
                                                                                    10, ‎ARTICLE
                                                                                    11, Section ‎14.14.
                                                                                    Section ‎7.6(b)
                                                                                    shall survive for a period of one year after
                                                                                    the termination of this Agreement.



 




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ARTICLE
13.         NOTICES. Wherever notice is required or permitted hereunder,
it shall be by personal delivery, first class mail, overnight delivery service, or sent by facsimile transmission, with electronic
confirmation, properly directed to the Party at its address and contact information listed below. Said address and contact information
may be changed from time to time by similar written notice.


 


If to Baxter:


 


Baxter Healthcare Corporation


One Baxter Parkway


Deerfield, Illinois 60015


Attention: General Counsel


Telephone: 847.948.3225


Facsimile: 847.948.2450


 


Baxter Healthcare SA


CH-8304 Wallisellen


Zurich, Switzerland


Attention: President


Telephone: 41 1 878 6199


Facsimile: 41 1 878 6352


 


With copies to:


 


Baxter Healthcare Corporation


One Baxter Parkway


Deerfield, Illinois 60015


Attention: President BioScience


Telephone: 847.940.6255


Facsimile: 847.940.6271


 


Baxter Healthcare SA


CH-8304 Wallisellen


Zurich, Switzerland


Attention: Legal Counsel


Telephone: 41 1 878 6199


Facsimile: 41 1 878 6352


 


If to Kamada:


 


Kamada Ltd.


Science Park


Kiryat Weizmann


7 Sapir St. P.O Box 4081


Ness Ziona 74140, Israel


Attn: David Tsur


Telephone: +972 8 9406472


Facsimile: +972 8 9406473


 




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ARTICLE
14.         MISCELLANEOUS.


 


		14.1	Relationship
                                                                                    of Parties. The relationship of the Parties
                                                                                    established by this Agreement is solely that
                                                                                    of independent contractors, and nothing shall
                                                                                    be deemed to create or imply any employer/employee,
                                                                                    principal/agent, partner/partner or co-venturer
                                                                                    relationship, or that the Parties are participants
                                                                                    in a common undertaking. Neither Party shall
                                                                                    have the right to direct or control the activities
                                                                                    of the other Party or incur or assume or create
                                                                                    any obligation, representation, warranty or
                                                                                    guarantee, express or implied, on behalf of
                                                                                    the other Party or bind such other Party to
                                                                                    any obligation for any purpose whatsoever.



 


		14.2	Entire
                                                                                    Agreement. This Agreement, including the
                                                                                    exhibits and schedules attached hereto and
                                                                                    incorporated as an integral part of this Agreement,
                                                                                    and the Related Agreements, constitute the
                                                                                    entire agreement of the Parties with respect
                                                                                    to the subject matter hereof, and supersede
                                                                                    all previous proposals, oral or written, and
                                                                                    all negotiations, conversations or discussions
                                                                                    heretofore had between the Parties related
                                                                                    to this Agreement.



 


		14.3	No Waiver;
                                                                                    Amendment. No waiver of any term or condition
                                                                                    of this Agreement shall be valid or binding
                                                                                    on any Party unless agreed to in writing by
                                                                                    the Party to be charged. The failure of either
                                                                                    Party to enforce at any time any of the provisions
                                                                                    of the Agreement, or the failure to require
                                                                                    at any time performance by the other Party
                                                                                    of any of the provisions of this Agreement,
                                                                                    shall in no way be construed to be a present
                                                                                    or future waiver of such provisions, nor in
                                                                                    any way affect the ability of either Party
                                                                                    to enforce each and every such provision thereafter.
                                                                                    This Agreement may not be amended or modified
                                                                                    except by the written agreement of the Parties.



 


		14.4	Assignment.



 


		(a)	Except as provided in subsection
                                                                (b), neither Party may assign or otherwise transfer its rights
                                                                and obligations under this Agreement without the prior written
                                                                consent of the other Party. Any attempted assignment or transfer
                                                                in violation of this provision shall be null and void.



 


		(b)	Unless prohibited by law, either
                                                                Party may assign or otherwise transfer (whether by operation of
                                                                law, change of control or otherwise) its rights and obligations
                                                                under this Agreement, without the prior written consent of the
                                                                other Party, (A) to an Affiliate, provided that the assigning
                                                                Party remains responsible for the performance of this Agreement
                                                                by such Affiliate or (B) in connection with a sale of all or substantially
                                                                all of the assets or equity of the business entity, division or
                                                                unit, as applicable, that conducts the Party’s activities
                                                                under this Agreement, provided that in the case of such an asset
                                                                sale such assignee agrees to be bound by the terms of this Agreement.
                                                                Prior to or promptly after any assignment not requiring consent
                                                                of the other Party, the assigning Party shall give the other Party
                                                                notice of the assignment. Notwithstanding the foregoing, if Kamada
                                                                proposes to assign or otherwise transfer this Agreement or any
                                                                of its rights or obligations under this Agreement to a Competitor,
                                                                Kamada and Baxter agree to work together in good faith prior such
                                                                assignment to amend this Agreement to limit, to Baxter’s
                                                                reasonable satisfaction, Baxter’s obligation to disclose
                                                                to such Competitor any Confidential Information or other sensitive
                                                                or proprietary information.



 




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		(c)	All terms and conditions of this
                                                                Agreement shall be binding on and inure to the benefit of the
                                                                successors and permitted assigns of the Parties.



 


		14.5	Force Majeure.
                                                                                    Except for each Party’s confidentiality
                                                                                    and indemnity obligations, any delay in the
                                                                                    performance of any of the duties or obligations
                                                                                    of either Party hereto (except the payment
                                                                                    of money), to the extent caused by an event
                                                                                    outside the affected Party’s reasonable
                                                                                    control, shall not be considered a breach
                                                                                    of this Agreement, and unless provided to
                                                                                    the contrary herein, the time required for
                                                                                    performance shall be extended for a period
                                                                                    equal to the period of such delay. Such events
                                                                                    (hereinafter referred to as “Force
                                                                                    Majeure” events) shall include without
                                                                                    limitation, acts of God; acts of public enemies;
                                                                                    war, terrorism, insurrections; riots; injunctions;
                                                                                    embargoes; labor disputes affecting third
                                                                                    parties providing services to a Party under
                                                                                    this Agreement (including strikes, lockouts,
                                                                                    job actions, or boycotts); fires; explosions;
                                                                                    floods; shortages of material or energy; acts
                                                                                    or orders of any government or agency thereof
                                                                                    or other unforeseeable causes beyond the reasonable
                                                                                    control and without the fault or negligence
                                                                                    of the Party so affected. The Party so affected
                                                                                    shall give prompt written notice to the other
                                                                                    Party of such cause and a good faith estimate
                                                                                    of the continuing effect of the Force Majeure
                                                                                    condition and duration of the affected Party’s
                                                                                    nonperformance, and shall take whatever reasonable
                                                                                    steps are appropriate to relieve the effect
                                                                                    of such causes as rapidly as possible.



 


		14.6	Governing
                                                                                    Law. The validity, interpretation, and
                                                                                    enforcement of this Agreement and all matters
                                                                                    arising directly and indirectly from this
                                                                                    Agreement shall be governed by the internal
                                                                                    laws of the State of New York, without regard
                                                                                    to any conflicts or choice of law rules.



 


		14.7	Dispute
                                                                                    Resolution. Except with respect to claims
                                                                                    for equitable relief, which the Parties agree
                                                                                    may be pursued in any court of competent jurisdiction,
                                                                                    any dispute, controversy, claim or other matter
                                                                                    in question between the Parties arising out
                                                                                    of or relating to this Agreement, including
                                                                                    all issues of fact and law, shall be settled
                                                                                    by binding arbitration in accordance with
                                                                                    the Alternative Dispute Resolution provisions
                                                                                    set forth in Exhibit ‎14.7.



 


		14.8	Remedies.
                                                                                    The exercise of any remedies hereunder shall
                                                                                    be cumulative and in addition to and not in
                                                                                    limitation of any other remedies available
                                                                                    to such Party at law or in equity.



 


		14.9	Further
                                                                                    Assurances. Each Party agrees to cooperate
                                                                                    fully with the other and execute such instruments,
                                                                                    documents and agreements and take such further
                                                                                    actions to carry out the intents and purposes
                                                                                    of this Agreement.



 




    	45



    	 



    

 


		14.10	            Counterparts;
                                                                 Facsimile. This Agreement may be executed in more than one
                                                                 counterpart, each of which constitutes an original and all of
                                                                 which together shall constitute one enforceable agreement. For
                                                                 purposes of this Agreement and any other document required to
                                                                 be delivered pursuant to this Agreement, facsimiles or electronic
                                                                 reproductions of signatures shall be deemed to be original signatures.
                                                                 In addition, if any of the Parties sign facsimile copies of this
                                                                 Agreement, such copies shall be deemed originals.



 


		14.11	            Construction;
                                                                 Interpretation. The headings contained in this Agreement
                                                                 are for reference purposes only and shall not affect in any way
                                                                 the meaning or interpretation of this Agreement. Any article,
                                                                 section, recital, exhibit, schedule and party references are
                                                                 to this Agreement unless otherwise stated. No Party, nor its
                                                                 counsel, shall be deemed the drafter of this Agreement for purposes
                                                                 of construing the provisions of this Agreement, and all provisions
                                                                 of this Agreement shall be construed in accordance with their
                                                                 fair meaning, and not strictly for or against any Party. Except
                                                                 where the context otherwise requires, where used, the singular
                                                                 shall include the plural, the plural the singular, the use of
                                                                 any gender shall be applicable to all genders and the word “or”
                                                                 is used in the inclusive sense (and/or). The term “includes”
                                                                 and “including” as used herein means including, but
                                                                 not limited to. Unless otherwise noted, “days” shall
                                                                 refer to calendar days and not business days. Capitalized terms
                                                                 used but not defined herein shall have the meanings ascribed
                                                                 to them in the Distribution Agreement or, if not defined therein,
                                                                 the Paste Supply Agreement.



 


		14.12	            Press
                                                                 Releases and Announcements; Use of Names. Neither Party may
                                                                 issue any press release or make any public announcement concerning
                                                                 the transactions contemplated by this Agreement without the prior
                                                                 consent of the other Party (which consent shall not be unreasonably
                                                                 withheld, conditioned or delayed). Notwithstanding the foregoing,
                                                                 if a press release or other public announcement with respect
                                                                 to the subject matter herein is required by applicable law or
                                                                 any listing agreement with a securities exchange or quotation
                                                                 system, the Party required to make such announcement may do so
                                                                 provided that such Party has provided reasonable notice and a
                                                                 copy of such announcement to the other Party as promptly as practicable
                                                                 in advance of such announcement and, to the extent practicable,
                                                                 take the views of the other Party in respect of such announcement
                                                                 into account prior to making such announcement. Notwithstanding
                                                                 the foregoing, Baxter or Kamada shall not be prevented from mentioning
                                                                 the name of the other Party, or from disclosing any information
                                                                 if, and to the extent that, such mention or disclosure is to
                                                                 competent authorities for the purposes of obtaining Regulatory
                                                                 Approval or permission for the exercise of the License.



 


		14.13	            Severability.
                                                                 Each Party hereby agrees that it does not intend, by its execution
                                                                 hereof, to violate any public policy, statutory or common laws,
                                                                 rules, regulations, treaty or decision of any government agency
                                                                 or executive body thereof of any country or community or association
                                                                 of countries. Should one or more provisions of this Agreement
                                                                 be or become invalid, the Parties hereto shall substitute, by
                                                                 mutual consent, valid provisions for such invalid provisions
                                                                 which valid provisions in their economic and other effects are
                                                                 sufficiently similar to the invalid provisions that it can be
                                                                 reasonably assumed that the Parties would have entered into this
                                                                 Agreement with such valid provisions. In case such valid provisions
                                                                 cannot be agreed upon, the invalidity of one or several provisions
                                                                 of this Agreement shall not affect the validity of this Agreement
                                                                 as a whole or the validity of any portions hereof, unless the
                                                                 invalid provisions are of such essential importance to this Agreement
                                                                 that it is to be reasonably assumed that the Parties would not
                                                                 have entered into this Agreement without the invalid provisions.



 




    	46



    	 



    

 


		14.14	            Non-Solicitation.
                                                                 Each Party agrees that it shall not, during the Term and for
                                                                 one year afterwards, directly or indirectly, solicit the services,
                                                                 as employee, consultant or otherwise, any employee of the other
                                                                 Party; provided, however, that nothing in this Section ‎14.14
                                                                 shall prohibit a Party or any Affiliate of such Party from:
                                                                 (a) hiring any employee that has responded to a general advertisement
                                                                 or solicitation made to the general public or the industry in
                                                                 general or (b) soliciting the services, as employee, consultant
                                                                 or otherwise, or hiring any such employee after the date that
                                                                 is [*****] after the date
                                                                 on which such employee leaves the employ of such other Party.
                                                                 In the event of a violation of this non-solicitation obligation,
                                                                 the violating Party shall pay to the other Party a penalty in
                                                                 the amount of the [*****]
                                                                 last annual salaries (including bonuses) of the respective employee/personnel;
                                                                 provided, however, that the foregoing shall not prevent the non-violating
                                                                 party from seeking other equitable relief (including, but not
                                                                 limited to, an injunction) to stop the solicitation or other
                                                                 violation and such other damages as determined in accordance
                                                                 with the terms of this Agreement. The provisions of this Section
                                                                 ‎14.14 shall survive
                                                                 termination of this Agreement.



 


[Signature Page Follows]


 


 






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


 




    	47



    	 



    

 


[Signature Page to Technology License
Agreement]


 


IN WITNESS WHEREOF, the Parties
hereto have caused their authorized representatives to execute this Agreement by signing below: 





 


	KAMADA LTD.	 	BAXTER HEALTHCARE S.A.


 





	By: 	/s/ David Tsur	 	By:	/s/ Mwanajuma Pietrina Lugogo
	Name: David Tsur	Name: 	Mwanajuma Pietrina Lugogo
	Title: Chief Executive Officer	Title: 	/s/ Corporate Counsel



 




	By:	/s/ Eyal Leibovitz 	 	By:	/s/ Ignacio Martinez de Lecea
	Name: Eyal Leibovitz	Name:	Ignacio Martinez de Lecea
	Title:  Chief Financial Officer	Title: 	Sr. Counsel ECEMEA














 




    	 



    	 



    

 


Exhibit ‎1.39


 


Kamada Licensed Patents


 

This exhibit has been redacted in tis entirety.*




    	 



    	 



    

 


Exhibit 1.67


 


Technology Transfer Plan


 


1.         Background.


 


		1.1	The disclosure of and provision of
                                                             technical support for alpha-one antitrypsin (“A1PI”)
                                                             production related technology from Kamada to Baxter for the purpose
                                                             of the Technology License Agreement dated August 23, 2010 (the “Agreement”)
                                                             to which this Technology Sharing Plan is attached to as Exhibit 1.67
                                                             (this “Exhibit”), shall occur in accordance with
                                                             the Agreement and this Technology Sharing Plan (the “Plan”),
                                                             including without limitation procedures, timelines, and the allocated
                                                             resources set forth herein. Each modification to the Plan agreed
                                                             in writing by the authorized representatives of the Parties shall
                                                             amend, in whole or in part as the case may be, this Plan as Exhibit
                                                             1.67 to the Agreement. The Parties shall agree to reasonable
                                                             and necessary changes to the Plan on a case-by-case based upon all
                                                             relevant facts and circumstances then existing.



 


		1.2	The
                                                                                                                           Parties
                                                                                                                           agree
                                                                                                                           that
                                                                                                                           time
                                                                                                                           is
                                                                                                                           of
                                                                                                                           the
                                                                                                                           essence
                                                                                                                           in
                                                                                                                           undertaking
                                                                                                                           their
                                                                                                                           obligations
                                                                                                                           herein
                                                                                                                           and
                                                                                                                           that
                                                                                                                           they
                                                                                                                           shall
                                                                                                                           use
                                                                                                                           diligent
                                                                                                                           efforts
                                                                                                                           with
                                                                                                                           respect
                                                                                                                           to
                                                                                                                           the
                                                                                                                           disclosure
                                                                                                                           of
                                                                                                                           technology
                                                                                                                           and
                                                                                                                           attempt
                                                                                                                           to
                                                                                                                           establish
                                                                                                                           the
                                                                                                                           technology
                                                                                                                           at
                                                                                                                           a Baxter
                                                                                                                           Facility
                                                                                                                           (or
                                                                                                                           complex
                                                                                                                           of
                                                                                                                           Baxter
                                                                                                                           Facilities
                                                                                                                           at
                                                                                                                           one
                                                                                                                           general
                                                                                                                           geographic
                                                                                                                           location.)
                                                                                                                           However,
                                                                                                                           if
                                                                                                                           either
                                                                                                                           Party
                                                                                                                           demonstrates
                                                                                                                           that,
                                                                                                                           despite
                                                                                                                           its
                                                                                                                           having
                                                                                                                           exerted
                                                                                                                           good
                                                                                                                           faith
                                                                                                                           and
                                                                                                                           diligent
                                                                                                                           efforts
                                                                                                                           to
                                                                                                                           do
                                                                                                                           so,
                                                                                                                           it
                                                                                                                           is
                                                                                                                           not
                                                                                                                           able
                                                                                                                           to
                                                                                                                           meet
                                                                                                                           a deadline
                                                                                                                           set
                                                                                                                           forth
                                                                                                                           in
                                                                                                                           the
                                                                                                                           Plan,
                                                                                                                           and
                                                                                                                           informs
                                                                                                                           the
                                                                                                                           other
                                                                                                                           Party
                                                                                                                           in
                                                                                                                           writing
                                                                                                                           of
                                                                                                                           its
                                                                                                                           inability
                                                                                                                           to
                                                                                                                           meet
                                                                                                                           this
                                                                                                                           deadline
                                                                                                                           no
                                                                                                                           later
                                                                                                                           than
                                                                                                                           [*****]
                                                                                                                           of
                                                                                                                           such
                                                                                                                           anticipated
                                                                                                                           failure
                                                                                                                           to
                                                                                                                           meet
                                                                                                                           such
                                                                                                                           deadline,
                                                                                                                           then
                                                                                                                           the
                                                                                                                           Party
                                                                                                                           not
                                                                                                                           meeting
                                                                                                                           the
                                                                                                                           deadline
                                                                                                                           shall
                                                                                                                           have
                                                                                                                           a maximum
                                                                                                                           of
                                                                                                                           thirty
                                                                                                                           (30)
                                                                                                                           days
                                                                                                                           to
                                                                                                                           deliver
                                                                                                                           on
                                                                                                                           such
                                                                                                                           deadline
                                                                                                                           any
                                                                                                                           Biologic
                                                                                                                           Materials
                                                                                                                           and
                                                                                                                           documentation
                                                                                                                           or
                                                                                                                           other
                                                                                                                           information,
                                                                                                                           or
                                                                                                                           to
                                                                                                                           perform
                                                                                                                           any
                                                                                                                           other
                                                                                                                           obligation
                                                                                                                           due
                                                                                                                           by
                                                                                                                           that
                                                                                                                           deadline
                                                                                                                           without
                                                                                                                           material
                                                                                                                           breach
                                                                                                                           of
                                                                                                                           the
                                                                                                                           Agreement,
                                                                                                                           provided
                                                                                                                           that
                                                                                                                           the
                                                                                                                           Parties
                                                                                                                           do
                                                                                                                           not
                                                                                                                           agree
                                                                                                                           to
                                                                                                                           extend
                                                                                                                           such
                                                                                                                           deadline.
                                                                                                                           



 


		1.3	All terms used in this Plan shall
                                                             have the same meanings ascribed to them in the Agreement, unless
                                                             otherwise explicitly said herein.



 


2.
Scope of Technology Sharing and Submission Strategy 


 


		2.1	Planned Baxter process including
                                                             planned changes: 



 


[*****]


 


		2.2	Comparability protocol design



The
Comparability Protocol will be jointly developed by Baxter and Kamada and shall include:


 


[*****]


 


 






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


 




    	 



    	 



    

 


3. Structure.


 


		3.1	Organization. The Parties
                                                             shall establish a technology disclosure and technical support organisation,
                                                             including the Technology Sharing Sub-Committee of the Joint Steering
                                                             Committee established under the Distribution Agreement, consisting
                                                             of:



 


		a)	Project Management.



 


Each Party
shall, at all times during Technology Sharing Term will maintain a project manager (a “Project Manager”) who
is responsible for coordinating and supervising such Party’s obligations under the Plan.


 


Baxter’s
Project Manager as of the Effective Date is: [*****]


___________________


 


Kamada’s
Project Manager as of the Effective Date is: [*****]


 


or such
other qualified person as either Party may hereafter by written notice identify to other Party.


 


		b)	Technology
                                                                                 Sharing Sub-Committee.



 


The role
of the Technology Sharing Sub-Committee shall be coordinating, supervising and facilitating the Parties’ joint performance
of the tasks set forth in this Exhibit. The Technology Sharing Sub-Committee shall consist of the Project Managers and
one (1) or more additional representatives (an equal number from each Party) (each a “Technology Sharing Sub-Committee
Representative”). Each Party shall, at all times until the end of the Technology Sharing Term, maintain such representative(s).


 


Baxter’s
Technology Sharing Sub-Committee Representative(s), as of the Effective Date, are:


		·	           



		·	          



 


Kamada’s
Technology Sharing Sub-Committee representative(s), as of the Effective Date, are:


		·	          



		·	          



 


or such
other qualified person(s) as either Party may add hereafter by written notice provide to other Party.


 


		c)	Designated
                                                                                 Functional Support Persons.



 


Each Party
shall, within 2 months from the Effective Date of the Agreement, designate for each function set forth in the table below, a functional
support person (a “Designated Functional Support Person”), and ensure that this Designated Functional Support
Person has expertise in such person’s designated field, and has the authority within such Party’s respective organizations
to send and receive documents and/or materials in that specific field. The Designated Functional Support Persons as of the Effective
Date shall be as follows:


 





 






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


 







    	 



    	 



    





 


	Field	 	For
    Baxter	 	For
    Kamada
	Regulatory	 	 	 	 
	Clinical 	 	 	 	 
	Quality Assurance	 	 	 	 
	Quality Control
    	 	 	 	 
	Analytical Methods
    Validation	 	 	 	 
	Manufacturing	 	 	 	 
	Process Development	 	 	 	 
	Tech Services	 	 	 	 
	Manufacturing
    Equipment – Engineering and Validation	 	 	 	 
	Process Validation	 	 	 	 


 


Each Party
may, by providing written notice to the other Party, designate another qualified person to replace the above personnel.


 


		3.2	Meetings.



 


The Parties
shall use reasonable efforts to participate in all relevant meetings and discussions with respect to the activities contemplated
by this Plan.


 


		a)	Technology
                                                                                 Sharing Sub-Committee Meetings.



 


The Technology
Sharing Sub-Committee shall conduct face-to-face, video-conference or telephonic meetings, at least monthly for the first eight
(8) months following the Effective Date and at least quarterly thereafter, unless otherwise agreed by the Technology Sharing Sub-Committee
Representative until the end of the Technology Sharing Term, in order to discuss and evaluate the Plan progress and any issues
with respect thereto. The Parties shall meet upon short notice if extraordinary and urgent matters so require.


 


To the
extent reasonably necessary, additional personnel or representatives of each Party may participate in the Technology Sharing Sub-Committee,
without any voting rights.


 


The Agenda
for said meetings shall be:


 


		A.	approval of minutes from previous meeting;



		B.	status/progress of performance on action items from previous
meeting;



		C.	status/progress of overall Plan;



		D.	action items for next meeting;



		E.	other issues.



 




    	 



    	 



    

 


		b)	Telephone
                                                                                 Conferences.



 


If a Party,
upon not less than seven (7) days written notice, requests so, the Technology Sharing Sub-Committee shall meet for a telephone
conference within reasonable business hours, however taking any differences in time zones into consideration. The Parties may
hold telephone conferences upon shorter notice if extraordinary and urgent matter so require.


 


		c)	Meeting Minutes.



 


Minutes shall be taken for
all meetings (face-to face as well as telephone conferences) and maintained by the Project Managers as well as distributed to
the team.


 


4.          Timeline.


 


The timetables
set out below in Section 4.2 of this Exhibit have been approved by both Kamada and Baxter and constitutes both Parties’
best estimates (as of the Effective Date of the Agreement) of the time, documents, materials, etc. needed for a full disclosure
of materials, know-how and documentation related to the A1PI production technology, and technical support of such technology,
from Kamada to Baxter. The Parties expressly agree that they will revise this list as often as needed, including without limitation
for the purposes of adding information reasonably requested by Baxter in accordance with the Agreement, and supplemental information
that Kamada must supply under the Agreement as it becomes aware of such information.


 


In addition,
the Parties have set forth in Section 8 a non-binding timetable of specific delivery dates for the deliverables of this
Exhibit. The Project Managers shall confer on a regular basis to revise this timetable in order to keep both Parties informed
of the anticipated completion dates of all deliverables therein.


 


		4.1	Changes to the
                                                                               Timetable.



 


The Parties
agree to use best efforts in order to agree as often as needed to changes and updates to the timetable necessary in order to enable
a swift and effective disclosure of and provision of technical support for all A1PI production related technology from Kamada
to Baxter and in order to enable Baxter to exercise its licenses granted under this Agreement.


 


		4.2	Timetable.



 


Copies
of Technology Sharing Documentation and/or materials shall be provided to Baxter by the end of [*****].


 


 






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


 




    	 



    	 



    

 


5.          Technology
Sharing Documentation and Materials.


 


Note: The specific materials and
documents set forth in this Section 5 of this Exhibit, constitute both Parties best estimates as of the Effective
Date of the Agreement as to what is required to complete a full disclosure of A1PI production technology from Kamada to Baxter.
The Parties acknowledge and agree that this listing of documents and materials is not meant to be complete and final and that
Baxter may request further relevant documentation, material and support and that Kamada will provide such documentation, material
and support, provided that these are in Kamada's possession or can be obtained by Kamada using reasonable efforts, until the end
of the Technology Sharing Term.


 


		5.1	Biologic Material.



 


Biologic Materials shall be provided to
Baxter in commercially useful quantities for their intended purposes, unless otherwise noted.


Initial samples shall be provided by Kamada
at Baxter’s request as indicated below for the purpose of assisting Baxter in planning efforts for the technology disclosure
and to support the attempt to establish Kamada’s A1PI production technology in a Baxter Facility. Further samples of the
materials indicated below shall be provided, as needed, according to the mutually agreed upon detailed Technology License Agreement,
e.g. for process and qualtity assurance testing validation.


Biologic Material includes, without limitation,
the following:


 


[*****]


 


In addition to
the Biological Material itself, the origin has to be specified (e.g. supplier, source material, etc.).


 


		5.2	Manufacturing
                                                                               and Quality Documentation.



 


Know-How in paper
and/or electronic format (Kamada agreeing that it will whenever reasonably possible provide Know-How in an electronic format requested
by Baxter) includes without limitation the following items as they apply to the manufacturing of A1PI IV Product (50 mL, 2%) from
Cohn fraction IV-1, either centrifuge paste or containing filter aid, as presently performed by Kamada:


 


		§	Process
                                                                                                             Development Report
                                                                                                             including detailed
                                                                                                             process description;



		§	Process
                                                                                                             risk assessment (information
                                                                                                             about critical steps,
                                                                                                             materials and parameters
                                                                                                             according to Kamada
                                                                                                             experience; considering
                                                                                                             the planned changes
                                                                                                             as outlined in Section
                                                                                                             2.1);



		§	Comparability
                                                                                                             protocol (for scope
                                                                                                             refer to Section
                                                                                                             2.2);



		§	Raw
                                                                                                             materials and auxiliary
                                                                                                             materials (e.g. chromatographic
                                                                                                             resins, filters,
                                                                                                             etc.):



1.          Specifications
and sample certificates;


2.          SOP‘s
for raw material analysis;


3.          Raw
material stability validation (protocols and reports);


4.          Documentation
and contact information on suppliers, vendors, etc.


 





 



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


 




    	 



    	 



    

 


		§	Batch
                                                                                                             records:



1.      Empty
template in English (master batch record);


2.      Batch
records filled in and reviewed (preferably translated into English);


		§	Equipment
                                                                                                             list including design
                                                                                                             details;



		§	List
                                                                                                             of required utilities
                                                                                                             and their demand
                                                                                                             (incl. WFI); 



		§	Production
                                                                                                             yield including step
                                                                                                             yield and ranges;



		§	Production
                                                                                                             cycle time: theoretical
                                                                                                             and actual range;



		§	Chromatographic
                                                                                                             resin lifecycle studies;



		§	Validation
                                                                                                             master plans;



		§	Equipment
                                                                                                             validation protocols
                                                                                                             and reports;



		§	Process
                                                                                                             validation protocols
                                                                                                             and reports;



		§	Summary
                                                                                                             of process improvements/changes
                                                                                                             and deviations since
                                                                                                             completion of process
                                                                                                             validation;



		§	Analytical
                                                                                                             development reports;
                                                                                                             



		§	Analytical
                                                                                                             method SOPs; 



		§	Analytical
                                                                                                             method validation
                                                                                                             protocols and reports;
                                                                                                             



		§	Product
                                                                                                             specification and
                                                                                                             justification of
                                                                                                             limits; 



		§	Stability
                                                                                                             protocols and stability
                                                                                                             data of production
                                                                                                             at Kamada Facility;



 


		5.3	Regulatory Documentation.



 


Regulatory Documentation
either in paper and preferable electronic format, related to the manufacturing of the A1PI IV Product, includes without limitation,
the following:


 


Regulatory documents that:


1.     are
not in Baxter’s possession; and


2.     are
typically needed for a technical support for the establishment of a process for an existing, licensed product at a new facility,
provided that these are in Kamada's possession or can be obtained by Kamada using reasonable efforts, until the end of the Technology
Sharing Term.


 


		·	CMC
                                                                                                           Section of the BLA,
                                                                                                           including all amendments
                                                                                                           thereto, except for
                                                                                                           chapter 3.2.A.1,"Facilities
                                                                                                           and Equipment",
                                                                                                           which is specific for
                                                                                                           Kamada Facility plant.



 


		·	CMC
                                                                                                           Section of pending
                                                                                                           BLA supplements, including
                                                                                                           all amendments;



 


		·	Copies
                                                                                                           of correspondence and/or
                                                                                                           meeting minutes with
                                                                                                           FDA regarding the manufacture
                                                                                                           and the identity, strength,
                                                                                                           quality, purity or
                                                                                                           potency of the Product
                                                                                                           as it may relate the
                                                                                                           safety or effectiveness
                                                                                                           of the Product;



 


		·	BLA
                                                                                                           Approval Letter including
                                                                                                           all post-marketing
                                                                                                           commitments;



 




    	 



    	 



    

 


		·	Form
                                                                                                           483 of FDA audit in
                                                                                                           February 2010 [*****].



 


6.          Kamada
Assistance and Resources.


 


In order
to enable Baxter to exercise its licenses granted under the Agreement, Kamada shall, from the effective date and until the end
of the Technology Disclosure Term, allocate the resources set out in this Section 6 of this Exhibit.


 


		6.1	Prior to the
                                                                               Effective Date.



 


All
assistance, consultancy, documentation, samples, other information etc. provided by Kamada to Baxter prior to the Effective Date
shall be [*****].


 


		6.2	Identification
                                                                               of Materials and Documents.



 


Kamada
shall, at all times until the end of the Technology Sharing Term, [*****] grant Baxter access to and make physically available
for Baxter, upon reasonable notice, all original materials or certified copy thereof and documents relevant for a full disclosure
of A1PI production related technology from Kamada to Baxter.


 


The time
used by Kamada personnel at face-to-face meetings or teleconferences or meetings by other means, shall not be deducted from the
amount of time to be used by Kamada for no additional consideration as set forth in Section 6.7 of this Exhibit, unless
such meeting is requested by Baxter or follow up meetings for any issue initially raised by Baxter. Scheduled Technology Sharing
Sub-Committee meetings shall be considered to be at Baxter’s request.


 


If Baxter,
with at least [*****] notice, requests so, Kamada shall make the relevant Designated Functional Support Person as set out in Section
2.1 c) of this Exhibit available for a teleconference within reasonable business hours, however taking any differences
in time zones into consideration.


 


		6.3	Diligence.



 


Kamada
shall, at all times, until the end of the Technology Sharing Term, use diligent efforts in informing Baxter of documents or other
material not disclosed or provided to Baxter, that might be necessary for Baxter to exploit the rights granted in this Exhibit.


 


In particular
Kamada shall, until the end of the Technology Sharing Term and as a part of its quality assurance system, send Baxter all updated
versions of documents and/or other material, which have already been disclosed to Baxter at the time of the update. If the updated
document is originally in Hebrew, a translation of the revision history will be shared with Baxter in order for Baxter to evaluate
the need for a translation of the updated document.


 


 






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


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


 




    	 



    	 



    

 


As a
courtesy to the other Party, any Party receiving a request from the other Party for information, documentation, or materials shall
promptly respond to the requesting Party with an acknowledgement of receipt of the request, and an anticipated time frame for
the response to the request.


 


The
Technology Sharing process will be considered to be completed, for the purposes of determining the timing for the payment of the
third milestone under the Agreement, when the report for the full scale runs with actual Fraction IV-1 Paste at a Baxter Facility,
indicative of the performance of the manufacturing line that are not necessarily GMP and are not intended for sale,
“Practice Runs” is approved by the Parties.


 


However,
Kamada’s obligations to provide updated Technology Sharing Documentation, Biological Materials, and personnel support as
described under this Plan will continue until the end of the Technology Sharing Term.


 


		6.4	Copying of documents



 


If
documents are not available in electronic form for delivery to Baxter, Kamada shall, for the purpose of this Agreement and for
no additional consideration, provide Baxter with up to [*****] photocopies
or electronic scans of a reasonable quality. Additional photocopies or electronic scans under this Exhibit shall be delivered
to Baxter at Baxter’s sole cost and expense, provided that Kamada shall, at Baxter’s request, arrange for such copying
at a reasonable cost. The Parties shall equally bear all costs related to any external Data Management Site, if the Parties would
jointly agree to retain such services in order to effect the delivery of documents to Baxter.


 


		6.5	Audit of Kamada
                                                                               Facilities and Activities.



 


Baxter
may, upon written notice to Kamada and for no additional consideration, audit and observe all A1PI production related Kamada facilities
and activities in order to gain experience and Know-How in regard to, without limitation, all production phases, quality control
and quality assurance. Such audits shall be arranged with Kamada prior to the arrival of Baxter, and shall be scheduled no later
than [*****] days after such requested date in the written notice, provided, however, that such audits shall occur during periods
in which A1PI is being produced or otherwise handled in the A1PI related Kamada Facility. Not withstanding any deadline or milestone
or other date in the timeline attached to the Plan, this right is not limited in scope or time, provided that it shall terminate
on the end of the Technology Sharing Term.


 


When
an audit is requested by Baxter, Kamada shall give Baxter notice of any and all production of A1PI at the Kamada Facility at least
[*****] days prior to the start of said production, in order for Baxter to plan and schedule an audit during the production.


 


		6.6	Training of
                                                                               Baxter Personnel.



 


Kamada
shall, upon Baxter’s request, train Baxter personnel by Kamada’s staff during actual production runs and/or testing,
scheduled in accordance with Kamada’s annual work plan on site (Kamada plant), in all A1PI related methods, activities and/or
procedures including joint execution of lab- and pilot scale studies. Said training shall be considered as personal meeting hours
in accordance with Section 6.7 of this Exhibit. However the Parties shall, prior to such training, agree to how
many hours shall be considered personal meeting hours and how many hours shall be considered passive observation, all in accordance
with Section 6.7 of this Exhibit.


 


 






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


 




    	 



    	 



    

 


Kamada
shall, upon Baxter’s request, assist and train Baxter personnel on site at one general geographic location specified by
Baxter in all A1PI related methods, activities and/or procedures. Kamada’s duty to make relevant Kamada personnel available
for said training is limited to the following points in time for the activities specified below, according to the timetable set
forth in Section 8:


 


QC Assay
validation Support/Training at Baxter Facility by Kamada


 


Mfg Support/Training of Engineering
Runs at Baxter Facility by Kamada–


 


Production
oversight of Conformance Runs


 


Kamada’s
obligation for personnel assistance and training involving the foregoing three tasks is limited to a maximum of [*****]
for each task. If Baxter, for any reason, is not ready for Kamada’s
performance of the activities by the estimated times below (or as amended by the Parties), Kamada may, at its discretion, make
available to Baxter the necessary and competent personnel within each technical area. All training of Baxter Personnel at Baxter
Facility shall be considered as personal meeting hours in accordance with Section 6.7 of this Exhibit.


 


		6.7	Support Activities.



 


Kamada
shall, upon Baxter’s request, support the following activities,


 


		·	Risk
                                                                                                             assessment for validation
                                                                                                             at Baxter Facilities
                                                                                                             specified by Baxter;



		·	Lab-
                                                                                                             or pilot scale studies
                                                                                                             as needed for scaling
                                                                                                             up of the manufacturing
                                                                                                             of the Baxter Product
                                                                                                             (according to terms
                                                                                                             to be agreed to between
                                                                                                             the Parties;)



		·	Review
                                                                                                             of engineering requirements
                                                                                                             for equipment;



 


		6.8	Personal Meetings.



 


Kamada
grants Baxter or personnel designated by Baxter the right to have personal meetings with Kamada employees working with the development,
production and quality control and assurance of any A1PI related technology. Further said employees shall disclose all information,
documents, materials, etc. (within that employee’s field of work) relevant to the manufacture of A1PI by Kamada to Baxter
as set forth herein, and Kamada shall grant each such employee the authorizations necessary to make any such disclosure, subject
to all applicable laws, regulations and non-disclosure obligations of which Kamada and/or its employees are subject to.


 


Kamada
shall use best efforts to make available to Baxter all relevant personnel for personal meetings as requested by Baxter, whether
at Kamada Facility or elsewhere.


 





 






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


 




    	 



    	 



    

 


Meetings,
including without limitation Technology Transfer Sub-Committee meetings, held at Kamada Facility, and teleconferences, shall be
for no additional consideration for the first [*****] of Kamada employee time, within [*****] years from the Effective Data of
the Agreement.


 


Baxter
shall pay for meetings at Kamada Facility in excess of said limits. Such payment shall solely include the hourly fees of the relevant
employees or equivalent employees. For such meetings in excess of said limits, Baxter shall pay the
hourly fees of the Kamada employees as follows [*****].
The hourly fees of other Kamada employees which are not described in the preceding sentence shall be determined on a case-by-case
basis. Prior to the incursion of such cost on behalf of Baxter,
Baxter shall be provided with a list of hourly fees of any relevant employees of Kamada who shall be used for any such activities
for which Baxter may be charged.


 


Meetings
not held at a Kamada Facility, including without limitation Technology Transfer Sub-Committee meetings, shall be paid for by Baxter.
Such payment shall solely include: a) all reasonable travel expenses (including accommodation,) and
a per diem of [*****] for meals and b) the hourly fees of the relevant employees or equivalent
employees in excess of the first [*****] hours of Kamada employee time, or after four years from the Effective Date of the Agreement.
For such meetings in excess of said limits, Baxter shall pay the hourly fees described above. Prior
to the incursion of such costs on behalf of Baxter, Baxter shall be provided with a list of hourly fees of any relevant employees
of Kamada who shall be used for any such activities for which Baxter may be charged.


 


Kamada shall, prior any meeting
to be paid for by Baxter, provide Baxter with a non-binding estimate of the cost of said meeting.


 


Support,
and allocation of costs between the Parties, for activities related to the preparation, and filing of regulatory documentation
(e.g., the BLA supplement,) and maintenance of any Regulatory Approvals, shall be governed by the provisions of Article 7
of the Agreement, separate from the Technology Sharing activities under this Plan.


 


For the
sake of clarity and subject to Section 6.4 of this Exhibit, time and resources spent by Kamada low level administrative
personnel or third party administrative personnel designated by Kamada for the purposes of this Exhibit, or uses of Kamada personnel
apart from (1) personal meetings or services provided by Kamada personnel at Baxter Facilities, or (2) laboratory or pilot scale
studies performed by Kamada upon request of Baxter as per Section 6.6 of this Exhibit, or (3) as otherwise provided above, shall
[*****].


 


		6.9	Third Party
                                                                               Personnel.



 


Kamada
shall, for the purposes of this Agreement, consider third party personnel explicitly designated by Baxter as Baxter personnel,
provided that Baxter can reasonably show that such third party personnel is bound to confidentiality to the same extent as Baxter
personnel.


 


		6.10	Post Term Engagement.



 


Following the Technology
Sharing Term, until the end of a three (3) year period following the Technology Sharing Term, Kamada agrees to engage Baxter in
a Consulting Agreement under customary conditions, based on the financial arrangement prescribed under Section 6.7 above, for
the provision of consulting services reasonably required by Baxter which are excluded from the scope of the Technology Sharing
Plan.


 





 






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


 




    	 



    	 



    

 


7.          Delivery
Terms.


 


All
materials to be shipped from Kamada to Baxter Facility, shall be delivered by air, to a Baxter Facility or other destination as
identified by Baxter (the “Baxter Delivery Point”), and title and all risk of loss shall pass
to Baxter upon [*****]. Kamada shall arrange for shipping in compliance
with the applicable materials’ requirements regarding temperature, duration and other environmental factors as required
to properly preserve the materials without materially impacting its shelf life. Baxter shall pay for the cost of [*****]. Further,
Kamada shall notify Baxter in writing, [*****] in advance of any shipment of Biological Materials. This notice shall include the
following information: Date of shipment, Carrier, destination (as specified by Baxter, if not Baxter Facility), expected arrival
date and time, and a detailed list of the content, in order for Baxter to be prepared for the receipt of said shipment.


 


All documents
and copies thereof shall be shipped from Kamada to a Baxter Facility via a reputable air carrier. Baxter shall pay for [*****].
Kamada shall use means of transportation that are appropriate for valuable and confidential documents. The Parties shall use reasonable
efforts in order to facilitate electronic provision of documents to the extent possible. Kamada shall notify Baxter [*****] days
in advance of any physical shipment of documents.


 


8. Detailed Timeline for Technology
Sharing.


 


The Parties hereby set forth a detailed,
non-binding timeline for the Technology Sharing and related non-Technology Sharing regulatory activities, including disclosure
of documentation, information, and materials, and the included milestones, specified below. This timeline is subject to change,
based on agreement by the Project Managers.


 


[*****]


 


 






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


 




    	 



    	 



    

 


Exhibit ‎7.5(b)


 


Pharmacovigilence Agreement


 




    	 



    	 



    

 


Exhibit ‎14.7


 


Alternative Dispute Resolution


 


(a)          The
Parties shall attempt to resolve any and all disputes, claims or controversies arising out of or relating to this Agreement promptly
by negotiation between executives who have authority to settle the controversy. If such disputes, claims or controversies are
not resolved through such negotiation, then they shall be submitted to the International Institute for Conflict Prevention and
Resolution (the “CPR”) for mediation, and if the matter is not resolved through mediation, for final and binding arbitration
pursuant to the arbitration clause set forth below. Either Party may initiate arbitration with respect to the matters submitted
to negotiation by filing a written demand for arbitration at any time following the initial negotiation session.


 


(b)          To
the extent not resolved by mediation, any dispute, claim or controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this
agreement to arbitrate, shall be determined by arbitration conducted in the English language. The arbitration shall take place
in New York, New York. The arbitration shall be administered by CPR pursuant to its Arbitration Rules and Procedures. References
herein to any arbitration rules or procedures mean such rules or procedures as amended from time to time, including any successor
rules or procedures, and references herein to the CPR include any successor thereto. The arbitration shall be before three (3)
arbitrators. Each Party shall designate one arbitrator in accordance with the “screened” appointment procedure provided
in Rule 5.4 of the CPR Rules. The two Party-appointed arbitrators will select the third, who will serve as the panel’s chair
or president. All three (3) arbitrators shall have experience in the area under dispute. This arbitration provision, and the arbitration
itself, shall be governed by the laws of the State of New York, and the Federal Arbitration Act, 9 U.S.C. §§ 1-16.


 


(c)          Consistent
with the expedited nature of arbitration, each Party will, upon the written request of the other Party, promptly provide the other
with copies of documents on which the producing Party may rely in support of or in opposition to any claim or defense. At the
request of a Party, the arbitrators shall have the discretion to order examination by deposition of witnesses to the extent the
arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of five per Party
and shall be held within 45 days of the grant of a request. Additional depositions may be scheduled only with the permission of
the arbitrators, and for good cause shown. Each deposition shall be limited to a maximum of one day’s duration. All objections
are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information.
The Parties shall not utilize any other discovery mechanisms, including international processes and U.S. federal statutes, to
obtain additional evidence for use in the arbitration. Any dispute regarding discovery, or the relevance or scope thereof, shall
be determined by the arbitrators, which determination shall be conclusive. All discovery shall be completed within 60 days following
the appointment of the arbitrators. All costs and/or fees relating to the retrieval, review and production of electronic discovery
shall be paid by the Party requesting such discovery.


 




    	 



    	 



    

 


(d)          The
panel of arbitrators shall have no power to award non-monetary or equitable relief of any sort. The arbitrators will have no authority
to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute.
Each Party expressly waives and foregoes any right to consequential, punitive, special, exemplary or similar damages or lost profits.
The arbitrators shall have no power or authority, under the CPR Rules for Non-Administered Arbitration or otherwise, to relieve
the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement. Subject
to the provisions set forth in subsection (e) below, the award of the arbitrators shall be final, binding and the sole and exclusive
remedy to the Parties. Either Party may seek to confirm and enforce any final award entered in arbitration, in any court of competent
jurisdiction. The cost of the arbitration, including the fees of the arbitrators, shall be borne by the Party the arbitrator determines
has not prevailed in the arbitration.


 


(e)          If
an arbitral award does not contain an award of money damages in excess of [*****], then the
arbitral award shall not be appealable and shall only be subject to such challenges as would otherwise be permissible under the
Federal Arbitration Act, 9 U.S.C. §§ 1-16. In the event that the arbitration results in an arbitral award, which imposes
a monetary award in excess [*****], such award may be appealed to a tribunal of appellate arbitrators via the CPR Arbitration
Appeal Procedure, whose determination shall be final.


 


(f)          Except
as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration
hereunder without the prior written consent of both Parties.


 


 






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