Exhibit 10.5


 






 


SECOND
AMENDMENT 


TO THE



AMENDED
AND RESTATED FRACTION IV-1 PASTE SUPPLY AGREEMENT 


 


This Second Amendment
to the Amended and Restated Fraction IV-1 Paste Supply Agreement (“Second Amendment”) effective this 22nd
day of June, 2011 (“Effective Date”), by and between Baxter Healthcare Corporation having a place of business
at One Baxter Way, Westlake Village, California 91361 (hereinafter “BAXTER”), and Kamada Ltd., having a place
of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter “KAMADA”).
BAXTER and KAMADA shall collectively be referred to as the “Parties”.


 


RECITALS


 


WHEREAS, the Parties
entered into an Amended and Restated Fraction IV-1 Paste Supply Agreement (“Agreement”)
effective August 23, 2010; and a First Amendment to the Amended and Restated Fraction IV-1 Paste Supply Agreement dated May 10,
2011; and


 


WHEREAS, the Parties
desire to enter into a Second Agreement of the Agreement in order to extend the term for an additional [*****] period for the supply
of [*****] of Paste to Kamada at no charge pursuant to Sections 2(a) and 2(b) of Exhibit C of the Agreement.


 


Now
therefore, it is hereby agreed as follows:


 


		1.	Section 2(a) of Exhibit C shall be deleted in its entirety and shall be replaced with the following
paragraph and incorporated herein by reference to this Second Amendment.



 


“An aggregate amount of
up to [*****] kilograms of paste provided to Kamada at no charge during the consecutive [*****] month period following the Effective
Date (i.e. expiring on the [*****] anniversary of the Effective Date).”


 


		2.	Section 2(b) of Exhibit C shall be deleted in its entirety and shall be replaced with the following
paragraph and incorporated herein by reference to this Second Amendment.



 


“Any quantities of Paste
provided by Baxter to Kamada (A) after Kamada has ordered an aggregate amount of [*****] kilograms of Paste during the [*****]
month period after the Effective Date or (B) after the [*****] year anniversary of the Effective Date, shall be at a price to be
determined by Baxter in its sole discretion (the “Paste Price”); provided, however, that the price shall not
exceed [*****] per kilogram (subject
to adjustment as set forth in Section 2(d) of this Exhibit C.”


 





 






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


 




    	 



    	 



    

 


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



 


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


 


	BAXTER HEALTHCARE

CORPORATION	 	KAMADA LTD.
	 	 	 
	By: 	  /s/ Ludwig Hantson	 	By: 	  /s/ David Tsur
	Name:  Ludwig Hantson	 	Name:  David Tsur
	Title:  CVP,  President – Bioscience	 	Title:  Chief Executive Officer
	Date: 	   7/5/11	 	Date: 	  6/27/2011
	 	 	 
	 	 	By: 	  /s/ Eyal Leibovitz
	 	 	Name: Eyal Leibovitz
	 	 	Title:  Chief Financial Officer
	 	 	Date: 	  6/27/2011