Exhibit 4.33


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN
EXCLUDED FROM THE EXHIBIT

BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE 

COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.


 


[*****] indicates the redacted confidential
portions of this exhibit.


 


DISTRIBUTION AGREEMENT


 


This Agreement is made and entered into
as of May 20, 2020 (the “Effective Date”) by and between:


 


Kamada Ltd., a company duly incorporated
and registered under the laws of the State of Israel, with principal offices at 2 Holzman Street, Weizmann Science Park, Rehovot
7670402, Israel (the “Supplier”)


 


and


 


TUTEUR S.A.C.I.F.I.A., a corporation
organized under the laws of Argentina, having its registered office at Av. Juan de Garay 848, 1153 Buenos Aires, Argentina (the
“Distributor”).


 


RECITALS


 


WHEREAS, on August
2, 2011, Supplier and Distributor entered into a distribution agreement amending and restating a distribution agreement entered
into in November 2001;


 


WHEREAS, such distribution
agreement as amended, expired on December 31, 2019, the Supplier wishes to re-appoint the Distributor, and the Distributor wishes
to be re-appointed and act as the Supplier’s distributor of the Products in the Territory, all subject to the terms and
conditions set forth hereinafter (capitalized terms shall have the meanings ascribed to them hereinafter);


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants herein contained, and intending to be legally bound hereby, the
Parties agree as follows:


 


		1.	Definitions



 


Unless otherwise
explicitly said, when used in this Agreement the following capitalized terms shall have the meanings ascribed to them hereinafter:


 


		1.1.	The “Indications”
                                         – the indications for which the Products shall be marketed and sold by the
                                         Distributor in the Territory as set forth in Appendix A.



 


		1.2.	The “Product(s)”
                                         – the product(s) listed in Appendix A.



 


		1.3.	The “Territory”-
                                         the territory defined in Appendix B.



 


		1.4.	The “Trademarks”
                                         – the trademarks under which the Products shall be marketed and sold by the
                                         Distributor in the Territory as set forth in Appendix A.



 






     


     


    

 


		2.	Grant of License



 


		2.1.	The Supplier hereby grants
                                         to the Distributor the exclusive right to promote, market, distribute, register, sell,
                                         advertise and apply for tenders for the distribution and sale of the Products in the
                                         Territory, solely under the corresponding Trademarks and for the corresponding Indications,
                                         during the term hereof and subject to the terms and conditions of this Agreement.



 


		2.2.	The Distributor shall not,
                                         directly or indirectly, seek customers, establish a branch, or maintain any distribution
                                         depot for the purpose of pursuing an active promotion, advertising or selling policy
                                         for the Products outside of the Territory or set up a base to do so; or market, distribute,
                                         sell or advertise the Products for any indication other than the Indications; or knowingly
                                         sell or advertise the Products to any third party who the Distributor has reason to believe
                                         intends to sell the Products outside the Territory. This obligation shall be limited
                                         to those territories and/or those uses with respect to which the distribution rights
                                         have been or shall be exclusively allocated by the Supplier to a third party or have
                                         been or shall be reserved by the Supplier.



 


		2.3.	The Distributor shall, at its
                                         sole responsibility and liability, be entitled to appoint sub-distributors or agents
                                         for the sale of the Products in the Territory, provided that:



 


		2.3.1.	The Distributor informs the
                                         Supplier in advance of the identity of any such sub-distributor or agent that it wishes
                                         to appoint, and obtains Supplier’s prior written consent to each such appointment;



 


		2.3.2.	the Distributor furnishes
                                         the Supplier with a copy of each agreement between the Distributor and any such sub-distributor
                                         or agent, as the case may be, and that the any such agreement is consistent with the
                                         terms and conditions of this Agreement, and provides that it should be automatically
                                         terminated upon termination or expiration of this Agreement;



 


		2.3.3.	The sub-distributor shall
                                         sign a Release Letter in the form attached hereto as Appendix H, if the
                                         sub-distributor is handling the registration of the Products or receives the Marketing
                                         Authorization for the Product(s);



 


		2.3.4.	the Distributor undertakes
                                         to be liable for any and all acts and/or omissions of the said sub-distributor or agent;
                                         and



 


		2.3.5.	all orders and payments to
                                         the Supplier for the Products distributed or sold by such sub-distributors and agents
                                         remain under the sole responsibility of the Distributor.



 






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		3.	Distributor’s Functions
                                         and General Obligations



 


Distributor
shall:


 


		3.1.	use its best efforts to promote
                                         the sale of the Products in the Territory in accordance with the Supplier’s policy,
                                         as shall be informed to the Distributor by the Supplier from time to time, and shall
                                         protect the Supplier’s interests with the diligence of a responsible businessman;



 


		3.2.	without derogating from Section
                                         ‎2.1, participate in, and submit bids including the Products with respect to public
                                         tenders in the Territory;



 


		3.3.	purchase the Products directly
                                         and solely from the Supplier, and not from any other source;



 


		3.4.	maintain sufficient inventory
                                         of the Products in the Distributor’s warehouses equal to the higher between (i)
                                         three (3) months’ supply (defined, per each of the Products, as the Distributor’s
                                         average quarterly sales of such Product over the preceding twelve (12) months) or (ii)
                                         the Distributor’s average quarterly sales forecast for that year;



 


		3.5.	ensure and maintain suitable
                                         warehousing and freight conditions, as required pursuant to the Products’ specifications
                                         and the Supplier’s instructions;



 


		3.6.	make no representation or warranty
                                         with respect to the Products beyond the statements in the Supplier’s label for
                                         the Products as approved by the competent regulatory authorities, unless such representation
                                         or warranty is specifically authorized in advance and in writing by the Supplier;



 


		3.7.	take no negligent or willful
                                         action, which might adversely affect the standing of the Supplier;



 


		3.8.	process all orders, and effect
                                         all dispatches of the Products;



 


		3.9.	promptly inform the Supplier
                                         of any communication received from any competent regulatory authority in the Territory
                                         relating to the Products, and of any adverse reaction and complaint of which it becomes
                                         aware, and shall consult with the Supplier as to all responses thereto;



 


		3.10.	translate from English language,
                                         at its own cost, into the local languages any documentation related to the marketing
                                         and/or sale of the Products in the Territory;



 


		3.11.	obtain and maintain in a timely
                                         manner, at its own cost, all necessary consents and approvals necessary for the importation,
                                         marketing, distribution and sale of the Products in the Territory;



 


		3.12.	not use any of the Products,
                                         or knowingly supply any of the Products to any third party for use, in any clinical or
                                         other study, without receiving the prior written consent of the Supplier.



 


		4.	Registration of the Product
                                         and Regulatory Requirements



 


The following
section shall apply with respect to any Product that has to be registered and approved for marketing authorization by the competent
regulatory authorities in the Territory.


 


		4.1.	Marketing authorization and/or
                                         registration of the Product shall be applied for and will be made by the Distributor,
                                         in the name of the Supplier (if permitted by local regulations) with respect to each
                                         Product that is not already registered and approved for marketing by the competent regulatory
                                         authorities in the Territory, at the Distributor’s sole expense. In case it is
                                         not permitted to apply for the marketing authorization and/or registration of the Product
                                         in the name of the Supplier, the application shall be made in the name of the Distributor
                                         as a Marketing Authorization Holder (“MAH”), provided that the ownership
                                         at the marketing authorization and/or registration of the Product shall remain with Supplier
                                         as per Section 4.8 below.



 






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		4.2.	The Distributor shall inquire
                                         and inform the Supplier in writing of all regulatory registration procedures under the
                                         local law and regulations, which are required in order to register, market and sell the
                                         Product in the Territory. The Distributor shall give guidance in writing to the Supplier,
                                         upon Supplier’s request, as to which documentation and or/regulatory requirement
                                         is required from the Supplier for this purpose. To the extent that the Distributor is
                                         not familiar with the applicable regulatory requirements with regard to any of the Products,
                                         the Distributor shall be obligated to receive consultation in order to comply with the
                                         local regulatory requirements for such Product, at its sole cost and expense.



 


		4.3.	The Distributor shall review
                                         the dossier and additional documentation (the “Marketing Authorization Documents”)
                                         provided to it by the Supplier and advise the Supplier within thirty (30) days to the
                                         extent that any further documentation is needed for the registration of the Product.



 


The Distributor
shall use the aforesaid Marketing Authorization Documents solely for the purpose of the registration and for obtaining a marketing
authorization of the corresponding Product for the Indications in the Territory.


 


		4.4.	The Distributor shall translate
                                         from English, at its own cost, into the local languages, the packaging material and/or
                                         any documentation related to the registration of the Product in the Territory.



 


		4.5.	The Distributor shall provide
                                         the Supplier with a copy of the final registration file and the final Marketing Authorization
                                         Documents that are to be filed with the competent authorities, with an English translation
                                         thereof. The Supplier shall review the final file to be approved for submission.



 


		4.6.	Upon receipt of Supplier’s
                                         approval, the Distributor undertakes to file the Marketing Authorization Documents to
                                         the competent regulatory authorities in the Territory within one (1) month following
                                         its receipt thereof from the Supplier. All fees and related expenses shall be solely
                                         borne by the Distributor.



 


		4.7.	The Distributor shall not apply
                                         for any tender and shall not commence sales of any of the Products in the Territory before
                                         all required processes of Marketing Authorization have been completed, if required under
                                         applicable law in the Territory, and shall maintain in force during the term hereof all
                                         licenses, approvals and permits necessary for the marketing and sale of the Products
                                         in the Territory.



 






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		4.8.	The Supplier shall be the sole
                                         owner of any and all registration files and marketing approvals for the Product in the
                                         Territory and of any application for permission and any permission to market, advertise
                                         and sell the Products in the Territory, or – in the event that applicable law in
                                         the Territory requires that the Distributor will be named as an owner of the registration
                                         file and/or application and/or permission to market, then, upon expiry or termination
                                         of this Agreement for any reason whatsoever, the registration file of the Product and
                                         any and all approvals, including pending applications, shall revert solely to the Supplier
                                         or to the Supplier’s designee, and the Distributor shall not have any right to
                                         receive any compensation in respect thereof, except that this Agreement is terminated
                                         with cause by Distributor due to Supplier’s breach of this Agreement, in which
                                         case Distributor shall be entitled to be reimbursed for all reasonable and customary
                                         out of pocket expenses incurred in order to obtain the marketing authorization. Upon
                                         execution of this Agreement, the Distributor shall sign a Release Letter in the form
                                         attached hereto as Appendix H.



 


		4.9.	If Distributor fails to register
                                         any of the Products in the Territory within twelve (12) months after receiving by the
                                         Distributor of all Marketing Authorization Documents for reasons attributable to the
                                         Distributor, the Supplier shall have the right to terminate this Agreement or the exclusivity
                                         granted to Distributor herein, with respect to such Product or with respect to all the
                                         Products, by a written notice to the Distributor.



 


		4.10.	The Distributor shall bear
                                         all costs associated with the registration of the Product with the competent regulatory
                                         authorities in the Territory (including, without limitation, all costs associated with
                                         the grant of the marketing authorization, health authority fees, translation fees, taxes
                                         and variation fees, product samples purchase and testing, as well as any related fees
                                         regarding the use of consultants required to perform local submissions at the health
                                         authorities). All fees related to maintenance of the registration and marketing approvals
                                         of the Products in the Territory during the term hereof shall be solely borne by the
                                         Distributor. In the event that an audit of the competent authorities will be required
                                         under local regulation at the Supplier’s premises, the Distributor shall allocate
                                         a qualified representative on its behalf to participate in such audit at its sole cost
                                         and expenses.



 


		4.11.	The Distributor shall not
                                         make any alterations to the marketing authorization, without written approval from the
                                         Supplier.



 


		4.12.	The Distributor shall keep
                                         the Supplier regularly informed in writing about all material regulatory processes and
                                         updates including: (i) the progress of the registration and other filings processes;
                                         (ii) any queries that were submitted by the competent regulatory authorities within ten
                                         (10) days after receiving such queries; (iii) any assessment reports and; (iv) regulatory
                                         guidelines relevant for the Supplier’s Product and for all approvals received,
                                         as soon as reasonably practicable after the receipt of the same from the relevant regulatory
                                         authority.



 






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		5.	Marketing, Advertising
                                         and Fairs



 


		5.1.	The Distributor shall prepare
                                         and provide the Supplier, within thirty (30) days from completing the registration of
                                         the Products or any of them with any competent regulatory authority in the Territory
                                         and at least three (3) months prior to commencement of each calendar year thereafter,
                                         with a detailed marketing plan, which shall include, inter alia, marketing and advertising
                                         program, tenders it intends to attend and sales forecast of the Products for the forthcoming
                                         year (the “Marketing Plan”). The Marketing Plan shall be subject to
                                         the Supplier’s prior written approval.



 


		5.2.	The Marketing Plan shall comply
                                         with the Supplier’s product and company image and marketing and advertising policy,
                                         of which the Distributor shall be informed, from time to time.



 


		5.3.	Without derogating from the
                                         foregoing, the Distributor shall submit to the Supplier, for approval, all advertising
                                         and promotional material and ensure, prior to publication or use, that it is in full
                                         compliance with all regulatory and local requirements, including Ministry of Health,
                                         and pharmaceutical regulations and of a high professional pharmaceutical standard.



 


		5.4.	The Distributor shall participate
                                         and present the Products in exhibitions, professional conferences and trade fairs in
                                         the Territory, in accordance with the Marketing Plan and as shall be agreed upon from
                                         time to time between the parties. All costs and expenses related to such participation
                                         shall be solely borne by the Distributor.



 


		6.	Legal and Regulatory
                                         Requirements 



 


		6.1.	The Distributor shall comply
                                         with all legal and regulatory requirements applicable to all registration activities,
                                         marketing, distribution, sale or use of the Products in the Territory, and shall promptly
                                         inform the Supplier of any such legal requirements and any changes and developments to
                                         such legal requirements.



 


		6.2.	The Supplier shall not be liable,
                                         and the Distributor shall be solely responsible for, any payment of any fine or other
                                         penalty imposed by any competent legal and regulatory authority in the Territory, in
                                         respect of, or in connection with, all registration activities, importation, storage,
                                         promotion, marketing, distribution, sale or use of the Products, except if such fine
                                         or other penalty is imposed as a result of Supplier’s misconduct or negligence,
                                         or as a result of quality problems of the Products attributable to the Supplier.



 


		7.	Orders & Supply



 


		7.1.	Within thirty (30) days following
                                         the execution hereof and on a quarterly basis thereafter, and within 14 (fourteen) days
                                         upon Supplier’s written request, the Distributor shall submit to the Supplier a
                                         non-binding rolling forecast of the quantity of the Products that the Distributor plans
                                         to purchase, including its anticipated tender requirements, should it be awarded orders
                                         in any tender, during the next consecutive four (4) calendar quarters and a proposed
                                         delivery schedule.



 






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		7.2.	In any respective Marketing
                                         Year during (as defined below) the term of this Agreement, The Distributor shall place
                                         written irrevocable purchase orders for such Products no later than four (4) months prior
                                         to the requested delivery date. Every order shall be subject to the Supplier’s
                                         written confirmation.



 


		7.3.	The Distributor undertakes
                                         that orders placed by it will indicate a minimum amount of vials per shipment as indicated
                                         in Appendix C.



 


		7.4.	The Supplier shall make its
                                         best efforts to supply the ordered Products, based on the Supplier’s approval of
                                         the relevant purchase order and delivery schedule.



 


		7.5.	The Products will be packed
                                         in such a manner as the Supplier considers appropriate and in compliance to the regulations
                                         of the Territory, which will be informed by the Distributor to Supplier in advance, and
                                         will be approved by Supplier .



 


		7.6.	It is understood and agreed
                                         that all sales made by the Supplier to the Distributor pursuant to the terms of this
                                         Agreement are final sales and are not sales on consignment. The Supplier shall not be
                                         required to accept the return of any Product for refund or credit, and no right of return
                                         is granted to the Distributor, except for rejections as set forth in Section 10 and ‎11
                                         below.



 


		7.7.	The Distributor will promptly
                                         inform the Supplier of any tender related to the Products, in which the Distributor is
                                         not entitled or is unable to directly participate. In this case the Supplier may bid
                                         the Products for such tender, either directly or through any third party, and the Distributor
                                         shall be entitled to a commission with respect to the sale of the Products within the
                                         framework of such tender as shall be agreed in writing between the parties.



 


		8.	Minimum Annual Purchase



 


		8.1.	The Distributor irrevocably
                                         undertakes that during the first year following the registration of any of the Products
                                         in the Territory (with respect to Products that have not been registered in the respective
                                         Territory), it will place orders for, purchase and pay for, the minimum quantity of the
                                         respective Product as will be specified in Appendix ‘D’ hereto
                                         prior to registration of the respective Product. With respect to registered and marketed
                                         Products – Distribution’s obligations to place orders for, purchase and pay
                                         for, the minimum quantity of the respective Product, shall commence as of the Effective
                                         Date, as per Appendix ‘D’.



 


		8.2.	Prior to the commencement of
                                         each twelve (12) month period subsequent to such first year (a “Marketing Year”),
                                         the parties shall negotiate in good faith and agree in writing, with respect to each
                                         registered Product, on the minimum quantity to be purchased by the Distributor in the
                                         forthcoming Marketing Year, and the Distributor undertakes to purchase and fully pay
                                         for such minimum quantity.

                                         

                                         The minimum quantity that the Distributor is obliged to purchase and pay for pursuant
                                         to this Section ‎8.2 or Section ‎8.1 above shall be hereinafter referred to as
                                         the “Minimum Quantity”.



 






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		8.3.	If the Distributor fails to
                                         purchase and pay for the Minimum Quantity in any given Marketing Year, the Supplier shall
                                         be entitled, at its sole discretion and subject to a thirty (30) days prior written notice
                                         to the Distributor: (i) to terminate this Agreement on a Product by Product basis, or
                                         (ii) to cancel the exclusivity granted to the Distributor hereunder, and/or narrow the
                                         scope of the Territory, if applicable, on a Product by Product basis.



 


		8.4.	For the purposes of this Section
                                         8, rejected Purchase Orders by Supplier due to an inventory shortage of any respective
                                         Product shall be accounted as Products deem to be accounted under the Minimum Quantity
                                         by Distributor, provided that in a case of an inventory shortage of any respective Product,
                                         the parties will act in good faith in order to coordinate an alternative date for the
                                         supply of the Product by Supplier. This section is subject to the mechanism set forth
                                         under Section 7.



 


		9.	Purchase Price &
                                         Terms of Payment



 


		9.1.	During the term of this Agreement,
                                         the Distributor shall pay Supplier for the Products, the Minimum Supply Price specified
                                         under Appendix A. The Distributor acknowledges that the Minimum Supply
                                         Price was determined, among other parameters, based on Distributer commitment to acquire
                                         such Minimum Quantity of the Product in each Territory as specified in Appendix
                                         D.



 


For the purposes of this Section:


 


“Net Price”
means for a specified period, the total Product revenue of Distributor for sales of the Product in the Territory by Distributor
to independent third party wholesalers or other customers, who are not affiliates of Distributor in the Territory, less: (a) customary
and reasonably discounts and rebates as actually given to such third party customers (b) VAT; (c) transport and insurance costs;
(c) amounts actually repaid or credited by reason of rejection or return of any previously sold Product; and (d) any governmental
charges imposed upon Product sales, including turnover tax, debit and credit tax in accordance with law No. 25,413. The revenue
records of Distributor will be according to International Financial Reporting Standards (“IFRS”) except for the conversion
of the Net Price from Argentine Peso to United States dollars shall be performed at the retail exchange rate informed by the Banco
de la Nación Argentina for the close of business of the date prior to the actual payment of each invoice issued by Distributer
during the relevant Marketing Year.  


 


“Transfer Price”
means the percentage (%) of the average Net Price for each Product for the previous Marketing Year as set forth in Appendix
A. For the avoidance of doubt it is specifically noted that The Transfer Price shall not be lower than the Minimum Supply
Price as set forth in Appendix A.


 






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		9.2.	The parties will conduct a
                                         true-up mechanism once a year, as follows: within 15 days of the end of each Marketing
                                         Year, and following the end of each calendar quarter during the term for informative
                                         purpose, the Distributer shall provide a report to Supplier indicating the total quantity
                                         of Product sold in each respective Territory and the Net Price (as defined below) of
                                         that Marketing year. The report will also inform the number of vials sold but pending
                                         actual payment by customers. Based on such provided report the Parties will calculate
                                         the relevant Transfer Price (as defined below) for that Marketing Year. To the extent
                                         that the calculated Transfer Price for a given Marketing Year is higher than the Minimum
                                         Supply Price for that given year (as set forth in Appendix A), then, in
                                         addition to any other payments due to Supplier with respect to such Marketing Year, Supplier
                                         will be entitled to an annual supply price True-Up Payment in an amount equal to the
                                         result of the following formula:



 


(A-B)*C


 


Whereby:


 


A – Prior Marketing Year
Transfer Price


 


B – Prior Marketing Year
Minimum Supply Price; and


 


C –
Total number of vials of Product supplied by Supplier to Distributer during the prior Marketing year


 


Such annual supply price true
up amount will be separately invoiced by Supplier (Such mechanism is referred as “Annual Minimum Supply Price True-Up
Mechanism”).


 


		9.3.	Commencing on the third Marketing
                                         Year of each Product in Each Territory and no more often than once in any Marketing Year,
                                         either party may request to negotiate the Minimum Supply Price of each Product in each
                                         Territory. No change to the Minimum Supply Price shall be valid unless explicitly agreed
                                         upon in writing by the parties.



 


		9.4.	The parties agree that if any
                                         investigation is started and/or any fine or penalty is imposed to Distributor by any
                                         Argentine authority, including Argentine Customs for any reason directly or indirectly
                                         related to the Annual Minimum Supply Price True-Up Mechanism specified in section 9.2
                                         above, Supplier shall reimburse Distributor 50% (fifty percent) of (i) all out of pocket
                                         expenses resulting from such investigation (including legal fees), (ii) any fine or penalty
                                         imposed to the Distributor; and (iii) any additional taxes or duties claimed by authorities
                                         to Distributor including applicable interest. The reimbursement shall be performed within
                                         10 (ten) days as from the date in which Supplier has received a notice from Distributor
                                         claiming the relevant reimbursement to Supplier.



 


Supplier’s
reimbursement under this Section 9.4, is subject to the provision by Distributor of all proven supporting documents pertaining
to such expenses, fines and penalties imposed by Distributor.


 


		9.5.	Distributor shall pay Supplier
                                         in full for each Invoice in US Dollars within ninety (90) days from AWB date.



 






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		9.6.	The Distributor will issue
                                         a bank guarantee (from a U.S., Israeli or a western Europe bank) for every new order
                                         of the Product. Such bank guarantee would be in the value of each order and would be
                                         provided prior to the shipment of the Product from Supplier and be extended through the
                                         complete payment of the amount due on such given order/shipment.



 


		9.7.	To the extent that the Supplier
                                         received a credit line approval from the Israeli Credit Insurance Company – then
                                         the Supplier shall be able to grant a credit line to the Distributor at the approved
                                         credit amount, which may replace the payment methods above up to such credit amount,
                                         as long as such credit line is in effect.



 


		9.8.	Any overdue payment hereunder
                                         shall bear interest at the rate of 1.5% (one and a half percent) per each month in which
                                         the payment is in arrears, this without derogating from any other remedy to which the
                                         Supplier might be entitled to under this Agreement or applicable law.



 


		9.9.	All payments due to the Supplier
                                         hereunder shall be made in US Dollars, unless the Supplier instructs the Distributor
                                         otherwise, and shall be net, and free of any and all taxes, duties, levies, assessments,
                                         deductions, set-offs and/or withholdings of any nature. All banking charges will be on
                                         the account of the Distributor.



 


		9.10.	If any reduction is required
                                         to be made under applicable law, then the gross payment due to the Supplier shall be
                                         increased so that the net amount received by the Supplier following the required reduction
                                         shall be equal to the invoice amount with the addition of any accumulated interest, if
                                         due.



 


		9.11.	For the purpose of economical
                                         evaluation, the Distributor shall provide financial information to insurers and/or business
                                         data agencies, if requested by the Supplier to do so.



 


		10.	Delivery; Acceptance
                                         & Rejection



 


		10.1.	The Products shall be delivered
                                         to the Distributor on CIP, Buenos- Aires Airport, basis (incoterms 2010). Accordingly,
                                         the Distributor bears all risks of loss of, or damage to the goods, from the time they
                                         have been delivered to the contracted carrier at Ben-Gurion Airport, Israel.



 


For the
avoidance of doubt, except as specifically indicated under the terms of this Section ‎10, the Supplier shall incur no obligation
with respect to Products comprising any particular shipment, from and after the time when such Products are handed over to the
Distributor’s responsibility in accordance with the terms of this Section ‎10.


 


		10.2.	Acceptance of all Products’
                                         deliveries shall be subject to Distributor’s inspection and approval, as for the
                                         compatibility of such Products with their respective specifications, which specifications
                                         are set forth in Appendix E (the “Products Specifications”).



 


		10.3.	Subject to the Distributor
                                         providing the Supplier with conclusive written evidence and reasons, the Distributor
                                         shall have the right, for a period of thirty (30) business days following delivery, to
                                         reject or revoke the prior acceptance of any Products which: (i) fail to conform with
                                         the Products Specifications; or (ii) are recalled by the Supplier for a reason for which
                                         the Distributor is not at fault.



 






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		10.4.	Subject to the Supplier’s
                                         prior written approval, or at the Supplier’s request and expense (in the event
                                         of a recall), the Distributor shall return any such Products rejected pursuant to the
                                         provisions of Section ‎10.3 to the Supplier. In a case that the defected or recalled
                                         Products cannot be returned and need to be destroyed, the Supplier will cover the reasonable
                                         and customary destruction expenses.



 


		10.5.	In the event that a dispute
                                         arises between the parties concerning whether a shipment of Products conforms to the
                                         Product Specification, the applicable Products will be submitted to an independent testing
                                         laboratory to be agreed by both parties. The cost of such test shall be borne by the
                                         party with whose results the independent laboratory shall have disagreed. Until such
                                         dispute is resolved, the Distributor shall retain and preserve the Products in question
                                         and shall not dispose thereof except with the Supplier’s prior written approval.



 


		10.6.	The Distributor’s failure,
                                         within thirty (30) business days of delivery, to reject or revoke acceptance of any shipment
                                         of the Products shall be conclusively deemed to constitute acceptance of such Products
                                         in good and saleable condition.



 


		10.7.	Release of any Products by
                                         the Distributor to sub-distributors or to end-customers shall be conclusively deemed
                                         to constitute acceptance of such Products in good and saleable condition.



 


		11.	Complaints and Recalls



 


		11.1.	Without derogating from the
                                         generality of Section ‎3.9 above, the Distributor will immediately notify the Supplier
                                         in writing of any complaint drawn to its attention (or to the attention of its sub-distributor
                                         or agent) by any customer regarding the Products, and shall support such notification
                                         by sending relevant documents and samples to the Supplier.



 


		11.2.	The Distributor will notify
                                         the customers, as soon as it is specifically requested to do so by the Supplier, regarding
                                         any recall, initiated by the Supplier, of any Product sold to them. Furthermore, the
                                         Distributor shall, at the Supplier’s request, implement any recall of any of the
                                         Products, and the Supplier shall provide Distributor with the quantities of the recalled
                                         Products or shall refund the Distributor for the recalled Products. The Supplier will
                                         bear the reasonable and customary out of pocket expenses incurred by the Distributor
                                         as a result of the recall, initiated by the Supplier; provided that the Distributor will
                                         present Supplier the respective invoices, if applicable, evidencing such Distributor’s
                                         reasonable and customary out of pocket expenses as a result of the recall initiated by
                                         the Supplier The Distributor shall notify the Supplier concerning the state of the batch
                                         recalled (i.e. the quantity of Products sold out of such batch, if any, and the quantity
                                         left at the Distributor’s warehouse and unused Product’s quantity at end
                                         customer’s warehouse).



 






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		11.3.	Without derogating from the
                                         generality of Section ‎3.9 above, the Distributor shall notify the Supplier of any
                                         recall procedure regarding any of the Products, initiated by the local health authorities
                                         in the Territory and of the reasons for such recall, and shall provide the Supplier with
                                         samples of the Product recalled at Supplier’s customary and reasonably expenses.
                                         The Distributor shall not initiate a recall independently, without the prior written
                                         consent of the Supplier.



 


		11.4.	Without derogating from the
                                         aforesaid, the Distributor shall maintain at all times, in written or recorded form,
                                         an effective system for recall from the market of Products, and the Supplier shall be
                                         free to inspect the Distributor’s recall system upon prior notice to the Distributor.



 


		12.	Reports



 


		12.1.	The Distributor shall keep
                                         the Supplier regularly informed in writing about general market conditions and the state
                                         of competition with the Products in the Territory, and provide the Supplier, subject
                                         to all applicable legal limitations, with general information on the Products’
                                         end customers. Without derogating from the foregoing, the Distributor shall fully and
                                         in a timely manner respond to all reasonable requests for information made by the Supplier.



 


		12.2.	The Distributor shall exercise
                                         due diligence to keep the Supplier informed in writing about:



 


		12.2.1.	the laws and regulations
                                         applicable in the Territory in relation to the Products (e.g., import regulations, labeling,
                                         health and safety requirements, reimbursement, etc.); and



 


		12.2.2.	to the extent relevant to
                                         the Supplier, the laws and regulations applicable to the Distributor’s activities
                                         hereunder.



 


		12.3.	The Distributor shall submit
                                         to the Supplier quarterly written reports, and within thirty (30) days from the expiration
                                         or termination hereof – a final report, in which the Supplier shall be informed,
                                         inter alia, of the status of the registration of the Products in the Territory (including
                                         applications for registration), the Distributor’s promotion and marketing activities
                                         and sales report, setting forth the quantity purchased of each of the Products, its updated
                                         inventory for the quantities of the Product, the sale price in the Territory and total
                                         sales per each Product (in units and values) including the number of patients treated
                                         with Glassia in the Territory during the report period.



 


		13.	Indemnification



 


		13.1.	Each party (referred to hereunder
                                         as the “Indemnifying Party”) shall indemnify and hold harmless the
                                         other party and its directors, officers, agents, employees and representatives (the “Beneficiaries”)
                                         from and against any and all claims, demands, actions, damages, liabilities, losses and
                                         reasonable expenses, including reasonable attorney’s fees, arising out of the breach
                                         of this Agreement by the Indemnifying Party.



 


Notwithstanding
the foregoing, neither party shall incur any liability in connection with, or be obliged to indemnify the other party for, any
indirect, incidental and consequential damages and losses, including, without limitation, loss of income and/or profit.


 






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		13.2.	As a condition precedent to
                                         each party’s right (and its Beneficiaries’ right) to be indemnified under
                                         this Agreement, the party claiming the right to be indemnified (the “Indemnified
                                         Party”): (i) shall promptly notify the Indemnifying Party of any relevant claims
                                         asserted or made, including any claims asserted or made by any governmental authority
                                         having jurisdiction; and (ii) shall include in such notice all information in its possession
                                         relating to the claim; and (iii) shall not negotiate or settle any such claim without
                                         the Indemnifying Party’s prior written consent; and (iv) shall fully cooperate
                                         with the Indemnifying Party in the defense and settlement of such claim.



 


		13.3.	The Indemnifying Party shall
                                         have full control over the defense and the right to settle any such claim on such terms
                                         it deems appropriate, provided that such settlement includes an unconditional release
                                         of the Indemnified Party and its respective Beneficiaries from all liability arising
                                         out of such claim and does not include a statement as to an admission of fault, culpability
                                         or failure to act by or on behalf of the Indemnified Party or any of its respective Beneficiaries.



 


		13.4.	The Indemnifying Party may
                                         conduct the defense against a claim by itself, if the Indemnifying Party fails to do
                                         so, and in such case the Indemnifying Party shall be entitled to an immediate reimbursement
                                         for all reasonable legal fees incurred by it in that connection.



 


		14.	Insurance



 


		14.1.	The
                                         Supplier shall purchase and maintain, at its own cost, a Product Liability policy,
                                         covering each occurrence of bodily injury due to a defective approved (licensed) Product
                                         in an amount of not less than [*****]US Dollars
                                         (US$[*****]) per event and in the aggregate per
                                         annum, by a reputable insurer. Such Product Liability policy shall:



 


		14.1.1.	include worldwide territorial
                                         and law and jurisdiction scope of coverage and shall be endorsed to specifically name
                                         the Distributor as an Additional Insured under and subject to the terms of its Vendors’
                                         (distributors’) Extension, in the form of Appendix F hereto.



 


		14.1.2.	not be materially reduced
                                         or canceled without a prior written notification to be sent to the Distributor, by registered
                                         mail, sixty (60) days in advance;



 


		14.1.3.	be renewed by the Supplier
                                         for additional period of at least seven (7) years following termination or expiration
                                         of this Agreement, or, a Run-Off Policy (which includes the same terms of insurance as
                                         above) shall be purchased by the Supplier on its own cost and shall include inter-alia
                                         an Extended Discovery (Reporting) Period of seven (7) years, as from the termination
                                         or expiration date of this Agreement and a Retroactive Date not later than the commencement
                                         of operations by the respective insured party according to this Agreement, even if such
                                         operations began prior to the date of signature of this Agreement.



 






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		14.2.	The
                                         Distributor shall purchase and maintain, at its own cost, a Product Liability policy,
                                         covering each occurrence of bodily injury or property damage due to any act of negligence,
                                         also while storage and handling the Products, in an amount of not less than [*****]
                                         US Dollars (US$[*****])
                                         (or equivalent in EURO) per event and in aggregate per annum. Such insurance shall:



 


		14.2.1.	be endorsed to specifically
                                         name Kamada as an Additional Insured. Such insurance policy shall not be materially reduced
                                         or canceled without a prior written notification to be sent to the Supplier, by registered
                                         mail, sixty (60) days in advance;



 


		14.2.2.	be issued by a reputable
                                         insurer and shall include the Supplier as additional insured with respect to any liabilities
                                         which might be imposed on it as a result of the insured party’s act or omission;
                                         only if based Claims Made, be renewed by the Distributor for additional period of at
                                         least seven (7) years following termination or expiration of this Agreement, or will
                                         include an extended discovery period of seven (7) years from the termination or expiration
                                         date of this Agreement and a retroactive date not later than the commencement of operations
                                         by the Distributor according to this Agreement, even if such operations began prior to
                                         the date of signature of this Agreement.



 


		14.2.3.	be subject to a worldwide
                                         law and jurisdiction.



 


		14.3.	Upon request, each of the
                                         parties shall provide the other party with a certificate of insurance in English, for
                                         each period of insurance, signed by the respective insurer, confirming the cover under
                                         the policy as set out above. The issuance of any such policy will not constitute an approval
                                         that the above insurance is in accordance with the provisions of this Agreement and will
                                         not impose any liability on either party; nor will it be considered as reducing either
                                         party’s liability under this Agreement and under any applicable law.



 


		15.	Trademarks/Patent Infringement



 


		15.1.	The Distributor acknowledges
                                         the Supplier’s exclusive right, title and interest in and to the Trademarks, whether
                                         registered in the Territory or not.



 


		15.2.	The Supplier hereby grants
                                         to the Distributor the non-assignable, non-transferable license to use and display the
                                         Trademarks, during the term of this Agreement, solely in connection with the promotion,
                                         sale and distribution of the Products in the Territory under the terms of this Agreement.



 


		15.3.	The Distributor shall not
                                         use and/or register, nor have registered, any trademarks, trade names or symbols which
                                         are identical to the Trademarks or to other trade names or symbols used by the Supplier,
                                         or which are confusingly similar thereto, in the Territory or elsewhere.



 






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		15.4.	All rights arising from the
                                         use of the Trademarks in the Territory shall inure solely to the Supplier’s benefit.
                                         Nothing contained herein shall give the Distributor any right, title or interest in the
                                         Trademarks and/or other trade names or symbols of the Supplier, nor in any contraction,
                                         variation or abbreviation of any of them.



 


		15.5.	Following expiration or termination
                                         hereof with respect to each country within the Territory, if applicable, the Distributor
                                         will be precluded from using the Trademarks in any way, and shall immediately destroy
                                         or return to the Supplier any material containing any of the Trademarks, which pertains
                                         or is intended for use in each such country.



 


		15.6.	The Distributor shall notify
                                         the Supplier of any infringement in the Territory of any of the Trademarks or other trade
                                         names or symbols related to the Supplier and/or the Products that comes to the Distributor’s
                                         attention, and shall cooperate with the Supplier, as reasonably required, in order to
                                         stop such infringement.



 


		15.7.	The Distributor shall notify
                                         the Supplier in writing, immediately upon its receiving or being notified of any suit
                                         or claim based on an alleged infringement of a patent, or other proprietary right of
                                         any third party, by the Distributor and/or the Supplier, due to the importation, marketing,
                                         distribution or sale of any of the Products in the Territory. The Distributor shall permit
                                         the Supplier, at the Supplier’s sole discretion and at the Supplier’s own
                                         cost, to handle and control such claim or suit.



 


		15.8.	In the event that the Distributor
                                         is precluded from using the Trademarks in any country within the Territory during the
                                         term of this Agreement, the Supplier may register other trademarks with respect to the
                                         Products in such country, and the provisions of this Section ‎15 shall apply mutatis
                                         mutandis to such other trademarks.



 


		16.	Pharmacovigilance



 


Without derogating from the
generality of Section ‎3.9 above:





		16.1.	The Supplier shall be responsible
                                         for establishing a pharmacovigilance monitoring system, with the reasonable assistance
                                         of the Distributor. Such monitoring system will include (i) provision of minimum pharmacovigilance
                                         information regarding a reporter who is identifiable by name, initials and/or address;
                                         (ii) an identifiable patient/subject (i.e., identifiable by patient number, date of birth,
                                         age, or gender); (iii) at least one suspected substance/medicinal product; and (iv) at
                                         least one suspected adverse drug event.



 


		16.2.	The Distributor shall provide
                                         all necessary assistance to the Supplier in the establishment and maintaining the pharmacovigilance
                                         monitoring system as the distributor of the Products in the Territory; such assistance
                                         shall include field corrections, product withdrawals, adverse event reporting and complaint
                                         reporting to the Supplier or any other relevant report or action required under any applicable
                                         law.



 



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		16.3.	Without derogating from the
                                         above, the parties shall abide by the terms of the Safety Data Exchange Agreement attached
                                         hereto as Appendix G.



 


		16.4.	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 Product
                                         or the continued marketing of the 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.



 


		16.5	The Distributor shall have
                                         responsibility for investigating any complaint in the Territory, with cooperation and
                                         assistance from the Supplier, and shall inform the Supplier of any information discovered
                                         in the course of the investigation that could show that the complaint is justified and
                                         that it resulted from the Supplier’s actions or omissions.



 


		17.	Term & Termination



 


		17.1.	Unless earlier terminated
                                         pursuant to any of the provisions of this Agreement, this Agreement shall commence on
                                         the Effective Date and continue in full force and effect for a period of five (5) years.



 


		17.2.	This Agreement shall be automatically
                                         renewed for additional successive periods of one (1) year each (the “Additional
                                         Periods”), unless either party notifies the other party in writing of its desire
                                         to terminate this Agreement by a prior written notice of at least twelve (12) months
                                         before the expiry of any of the Additional Periods.



 


		17.3.	Each party may terminate this
                                         Agreement with immediate effect in case of a material breach of this Agreement by the
                                         other party, by giving a notice in writing specifying the breach.



 


It is agreed
that a breach of any provision under the following Sections shall be considered as a material breach of this Agreement: ‎2.2,
‎3.3, ‎3.6, ‎3.12, , ‎4.5, , ‎4.10, ‎4.11, ‎6, ‎11, ‎13.1, ‎ ‎15.3, ‎15.5, ‎15.7,
‎16, ‎‎‎, ‎18.2, ‎19, ‎20, ‎21.3, ‎24.1 and 25. Moreover, any breach of any other provision
of this Agreement shall be considered a material breach if such breach is not remedied within thirty (30) days following a request
in writing by the other party demanding compliance with the terms of such provision.


 


		17.4.	In addition, either party
                                         may immediately terminate this Agreement if the other party is declared bankrupt or insolvent,
                                         or request or suffer the appointment of a receiver for its assets, or make a composition
                                         with its creditors, or take or suffer any similar action in consequence of debt, and
                                         the order or act as aforesaid is not cancelled within sixty (60) days of the grant of
                                         such order or the performance of such act.



 


		17.5.	In addition, the Supplier
                                         may terminate this Agreement with respect to all countries of the Territory or with respect
                                         to certain countries only, with immediate effect in any of the following events:



 


		17.5.1.	change of control of the
                                         Distributor;



 






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		17.5.2.	failure of the Distributor
                                         to register the Products in the Territory and obtain all the approvals required for their
                                         marketing and sale within the Territory within the period set forth in Section ‎4.8
                                         above as a consequence of its own omission;



 


		17.5.3.	failure of the Distributor
                                         to purchase and pay for the Minimum Quantity pursuant to Section ‎8 during two (2)
                                         consecutive years, , provided that the Distributor will be obligated, during the second
                                         marketing year, to purchase Minimum Quantity also for the preceding marketing year on
                                         a Product by Product basis; or



 


		17.5.4.	Distributor discontinues
                                         selling the Products for any reason, after completing the registration and obtaining
                                         the required approvals, for longer than 45 (forty five) days, or 90 (ninety) days or
                                         more in the event that such discontinuation is caused due to a force majeure as prescribed
                                         in Section ‎22 below.



 


		17.6.	The Distributor shall not
                                         be entitled to any indemnification or compensation of any kind, including without limitation
                                         in connection with goodwill or loss of good will, nor for any reimbursement for any expenditures
                                         incurred by it or any investments made by it with respect to this Agreement, upon, or
                                         by reason of, the expiration or termination of this Agreement by the Supplier for any
                                         reason, except in case of termination with cause by Distributor due to Supplier’s
                                         breach of this Agreement.



 


		18.	Effects of Termination



 


		18.1.	The Distributor undertakes
                                         that commencing at least three (3) months prior to expiration of this Agreement, or immediately
                                         following a notice of termination, as the case may be, but without derogating from the
                                         Supplier’s rights under Section ‎4.7 above, it shall, without delay,
                                         fully cooperate with the Supplier or any designee thereof, take all steps required to
                                         provide the Supplier with relevant information, including without limitation detailed
                                         customers and sub-distributors lists, sign and vest all documents, to enable the continued
                                         uninterrupted distribution and sale of the Products in the Territory by or through the
                                         Supplier, an affiliate or a designee thereof.



 


		18.2.	Upon expiry or termination
                                         of this Agreement, the Distributor shall return to the Supplier all promotional material
                                         and other documents (and all copies thereof) and samples, which have been supplied to
                                         it by the Supplier and are in the Distributor’s possession, or under its control.



 


		18.3.	Within thirty (30) days following
                                         the expiration or termination of this Agreement, the Supplier, at its sole option, may
                                         purchase from the Distributor any or all quantities of the Products, which the Distributor
                                         then has in stock, provided that they are still in good condition and in original packing
                                         and that they are not expired, at the lower between the purchase price originally paid
                                         by the Distributor to the Supplier for such Products including duties and freight costs
                                         incurred for importation, if applicable. The Distributor may sell in the Territory on
                                         a non-exclusive basis any Products not so purchased by the Supplier, subject to the terms
                                         of this Agreement, within a period of six (6) months following such expiration or termination,
                                         but no later than one hundred and twenty (120) days prior to the Products’ expiry
                                         date. Products which are not repurchased by the Supplier nor sold by the Distributor
                                         pursuant to this Section ‎18.3 shall be destroyed by the Distributor, unless otherwise
                                         instructed in writing by the Supplier. Costs of destruction shall be shared equally by
                                         both parties.



 






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		19.	Confidentiality



 


		19.1.	Distributor shall not, directly
                                         or indirectly, use or disclose to any third party all or any part of the Confidential
                                         Information heretofore or hereto after disclosed by or obtained from the Supplier except
                                         to the extent reasonably required for the performance of its obligations under this Agreement.
                                         The foregoing shall not apply to any Confidential Information which the Distributor can
                                         show by written records that:



 


		19.1.1.	at the time of its disclosure
                                         or thereafter is generally available to and known to the public, other than as a result
                                         of a disclosure by the Distributor or its representatives in breach of this Agreement;



 


		19.1.2.	was or becomes available
                                         to the Distributor, on a non-confidential basis from a third party source independent
                                         of any restrictions imposed by the Supplier;



 


		19.1.3.	has been independently acquired
                                         or developed by the Distributor without breaching this Agreement; or



 


		19.1.4.	has been lawfully in the
                                         possession of the Distributor prior to disclosure by the Supplier.



 


“Confidential
Information” means, in this Agreement, any information or materials in oral, written, pictorial, magnetic, graphic or
maintained or transferred in any other media, which have been previously disclosed or may hereafter be disclosed by the Supplier
to the Distributor, relating to the financial, technological and business information, products, services and/or operations of
the Supplier, including, but not limited to, business plans, agreements, trade secrets, know-how, patents, formulae, data, source
code, object code, product plans, product specifications, technical information, customer lists, and all other information of
any kind or nature whatsoever, whether or not contained or incorporated in drawings, photographs, memoranda, operational documents,
models, prototypes, designs, quality control and test charts, lists, manuals and methods, whether or not labeled as confidential
or proprietary, and including, without limitation, all copies, excerpts, modifications, translations, enhancements and adaptations
of all the foregoing, whether made by the Distributor or otherwise.


 


		19.2.	In the event that the Distributor
                                         shall be legally required (by formal questioning or, in the written opinion of its legal
                                         counsel, by applicable securities laws) to disclose any Confidential Information of the
                                         Supplier, it shall immediately notify the Supplier in writing of such request or requirement
                                         prior to disclosure, so that the Supplier may seek an appropriate protective order with
                                         the reasonable assistance of the Distributor. If such order is not timely obtained, only
                                         such portion of the Confidential Information as specifically required shall be disclosed.



 






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		19.3.	Distributor shall treat the
                                         Confidential Information with the same care as it would exercise in this handling of
                                         its own confidential or proprietary information and shall disclose such information on
                                         a need-to-know basis only to any of its employees, consultants and/ or contractors, provided
                                         that such individual is bound by confidentiality undertakings no less restrictive than
                                         the terms of this Section ‎‎‎19.



 


		19.4.	Upon written request by the
                                         Supplier, Distributor shall promptly return or securely destroy all tangible information
                                         (including, without limitation, drawings, specifications, data or samples), which contain
                                         or embody any Confidential Information, along with any and all copies thereof.



 


		19.5.	The Distributor’s undertakings
                                         under this Section ‎19 shall survive the expiration or termination of this Agreement.



 


		20.	Non-Competition



 


Without the prior written
consent of the Supplier, the Distributor shall not, directly or indirectly, whether as principal, partner, or as agent together
with, or for any person, manufacture, use, test, sell, promote, market, distribute or sell in the Territory, or otherwise deal
in any product, which is similar to and/or competes with any of the Products, during the term of this Agreement and for a twelve(12)
months period thereafter, except this Agreement is terminated with cause by Distributor due to Supplier’s breach of this
Agreement.


 


		21.	Independent Contractors



 


		21.1.	The relationship between the
                                         Distributor and the Supplier under this Agreement is intended to be that of independent
                                         contractors, and, in connection with the marketing, distribution and sale of the Products:
                                         that of distributor and manufacturer (or supplier), and nothing contained herein shall
                                         constitute the Distributor, or any of the Distributor’s employees or representatives,
                                         the agent or employee or representative of the Supplier for any purpose whatsoever.



 


		21.2.	Accordingly, the Distributor
                                         will have no power to act for or to bind the Supplier in any dealing with third parties,
                                         unless specifically authorized in advance and in writing by the Supplier.



 


		21.3.	The Distributor will indemnify
                                         the Supplier against any expenses, losses or damages, including legal expenses, caused
                                         to the Supplier as a result of or in connection with any claim or demand stemming from
                                         or related to the existence or the alleged existence of employment or agency relationship
                                         between the Distributor or any of his employees or representatives and the Supplier or
                                         any of its employees or representatives.



 


		22.	Force Majeure



 


		22.1.	Neither party shall in any
                                         event be held liable with respect to the other party or to others for losses or damages
                                         caused by non-performance, or a delay in the performance, of their obligations under
                                         this Agreement (except that of payment) to the extent that the same resulted from circumstances
                                         amounting to force majeure, including, inter alia, strikes, embargoes, riots, fires,
                                         floods, war, terror attacks, hurricanes, windstorms, acts or defaults of common carriers,
                                         shortage of materials, acts of God and acts of the state or of public authorities, or
                                         other causes beyond the reasonable control of the party affected thereby.



 






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		22.2.	Each party hereto agrees to
                                         promptly notify the other party in writing of any event of force majeure under this Section
                                         and to employ all reasonable efforts toward prompt resumption of its performance hereunder
                                         when possible if such performance is delayed or interrupted by reason of such event.
                                         Financial inability to pay shall not be deemed a condition that is beyond a party’s
                                         control.



 


		23.	Governing Law and Jurisdiction
                                         



 


		23.1.	This Agreement shall be governed
                                         by, and construed in accordance with, the laws of England and Wales, notwithstanding
                                         any contrary choice of law provisions. Any dispute, controversy or claim arising out
                                         of, or in relation to, this Agreement, including the validity, invalidity, breach, or
                                         termination thereof, shall be resolved by the competent courts in London, England.



 


		23.2.	The Distributor acknowledges
                                         and agrees that if it fails to perform certain obligations under this Agreement, including
                                         Sections ‎2.2, ‎15.3, ‎15.5, ‎19 and ‎20 it will cause immediate
                                         and irreparable harm and injury to the Supplier, for which monetary damages would not
                                         be adequate remedy. Therefore the Distributor agrees that, in addition to other remedies
                                         provided herein, the Supplier shall be entitled to an injunction restraining any violation
                                         or threatened violation by the Distributor of the provisions of the aforementioned Sections
                                         or to a specific performance or other equitable relief to enforce such provisions and,
                                         in connection therewith, that the Supplier shall not be obligated to post a bond for
                                         or otherwise ensure payment of any damages that might be incurred by the Distributor
                                         because of such legal action. Should any such legal action be brought by the Supplier,
                                         the Distributor shall not allege, and hereby waives, the defense that an adequate remedy
                                         exist without resorting to such legal action.



 


		24.	Assignment



 


		24.1.	Neither party shall assign
                                         its rights or obligations hereunder, in whole or in part without the prior written consent
                                         of the other party.



 


		24.2.	Notwithstanding the above,
                                         the Supplier may assign its rights and obligations hereunder, in whole or in part, to
                                         an affiliate thereof and to any succeeding entity.



 


		25.	Compliance with Anti-corruption
                                         Laws; Business Ethics; Privacy Laws



 


		25.1.	Each Party shall comply, and
                                         shall ensure that its officers, directors, employees, agents and any person or entity
                                         acting on its behalf or under its control (including its affiliates) comply, with all
                                         applicable anti-corruption laws and shall not engage in any illegal or unethical practices
                                         in connection with the activities to be performed under this Agreement and for commercialization
                                         of the Product.



 






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		25.2.	No payments or transfers of
                                         value shall be made which have the purpose or effect of public or commercial bribery,
                                         acceptance or acquiescence in extortion, kickbacks or other unlawful or improper means
                                         of obtaining or retaining business or directing business to any person or entity. Distributor
                                         or any of its officers, directors, employees, agents and any person or entity acting
                                         on its behalf or under its control (including its affiliates) shall not, directly or
                                         indirectly, offer, give, promise to give or authorize the giving of any money or other
                                         thing of value to induce any person to do, or to omit from doing, any act in violation
                                         of his or her lawful duty, to obtain any improper advantage, or to induce any person
                                         to use his or her influence improperly to affect or influence any act or decision.



 


		25.3.	None of the owners, directors,
                                         officers, employees of Distributor or its affiliates holds an official position, or has
                                         any duties including any consulting, ceremonial or titular position, or any employment
                                         relationship, with any country government, government department, agency or instrumentality
                                         (including any government-owned or government-controlled enterprise or government-owned
                                         hospital or other healthcare provider), or any outside consultancy group engaged thereby,
                                         or any public international organization or political party, or are candidates for political
                                         office in any countries.



 


		25.4.	Distributor understands that
                                         Supplier places great value on its reputation as an ethical company and its commitment
                                         to comply with all applicable laws. Distributor acknowledges that Supplier has adopted
                                         a Code of Ethics (hereafter: “Code of Ethics”), in order to avoid
                                         incurring the liabilities entailed as consequence of the commission of the crimes provided
                                         by the aforesaid decree and to prevent the application of the relevant sanctions. The
                                         Code of Ethics is available at the following website: http://www.kamada.com/corporate-governance.php



 


		25.5.	Distributor further acknowledges,
                                         also on behalf of its affiliates, officers, directors, employees, contractors, sub-contractors
                                         and agents, the content and provisions of the Code of Ethics and undertakes to act (and
                                         to procure that its affiliate, officers, directors, employees, contractors, sub-contractors
                                         and agents act) in conformity with the provisions of such Code of Ethics. Failure by
                                         Distributor (and its affiliates, officers, directors, employees, contractors, sub-contractors
                                         and agents) to comply with the above mentioned provisions shall represent a material
                                         breach of this Agreement and therefore Supplier shall have the right to terminate the
                                         Agreement.



 


		25.6.	Distributor is responsible
                                         for executing an adequate preliminary due diligence on its affiliates, officers, directors,
                                         employees, contractors and agents, who will be involved for whatever purpose in the marketing
                                         and/or commercialization activities under this Agreement in order to check their expertise,
                                         skills, potential conflicts of interest and reputational background. Should the Supplier
                                         authorize the Distributor to sub-contract some of the above-mentioned marketing activities
                                         and/or to appoint one or more sub-distributors in the Territory, in addition to other
                                         specific requirements indicated by Supplier as a condition to its authorization, Distributor
                                         already undertakes to carry out an adequate preliminary due diligence on those sub-contractors
                                         and sub-distributors.



 






    	Distribution Agreement between Kamada and Tuteur.	Page 21



     


    

 


		25.7.	Distributor shall cooperate
                                         with Supplier in order to prevent any infringement of any applicable laws, including
                                         without limitation, anti-corruption laws and the Code of Ethics and to provide Supplier
                                         with any relevant information that the relevant national or international authorities,
                                         including any regulatory authority, may request. Distributor also undertakes to promptly
                                         provide Supplier with any request of information, access or inspection by any competent
                                         authority concerning Supplier and the Products.



 


		25.8.	It is understood that should
                                         Supplier be aware of any acts, facts, situations and omissions in breach of the provisions
                                         under this Agreement (even in consequence of the abovementioned controls and inspections)
                                         the liability of Distributor in relation to these facts, acts, situations and omissions
                                         is not excluded. The above listed duties and obligations of Distributor shall survive
                                         the termination of this Agreement and shall be effective in relation to the activities
                                         of Distributor concerning the operations contemplated in this Agreement until the actual
                                         conclusion of the same.



 


		25.9.	The Distributor, its personnel
                                         and its subcontractors shall comply with all applicable U.S. and international laws,
                                         regulations, and guidelines relating to protection of personal information, including
                                         the European Commission Directive 95/46, the Standards for Privacy of Individually Identifiable
                                         Health Information (Privacy Rule) under the Health Insurance Portability, General Data
                                         Protection Regulation (GDPR), and Accountability Act of 1996 (HIPAA), if applicable.



 


		26.	Miscellaneous



 


		26.1.	Except as expressly set forth
                                         in this Agreement, no right or license is granted by the Supplier to the Distributor
                                         under any patents, trade secrets, know-how, trademarks or other intellectual property
                                         rights owned by or licensed to the Supplier as of the Effective Date or at any time prior
                                         to during or after the term of this Agreement.



 


		26.2.	Entire Agreement. This
                                         Agreement constitutes the entire agreement between the parties with respect to the subject
                                         matter hereof and, except for the NDA, there have been no oral or other agreements of
                                         any kind whatsoever as a condition precedent or inducement to the signing of this Agreement
                                         or otherwise concerning this Agreement or the subject matter hereof.



 


		26.3.	This Agreement shall become
                                         effective only by signature of this Agreement by both Parties. If both Parties have not
                                         signed this Agreement, then this Agreement is not valid.



 






    	Distribution Agreement between Kamada and Tuteur.	Page 22



     


    

 


		26.4.	Waivers and Further Agreements.
                                         Any waiver of any terms or conditions of this Agreement shall not operate as a waiver
                                         of any other breach of such terms or conditions or any other term or condition, nor shall
                                         any failure to enforce any provision hereof operate as a waiver of such provision or
                                         of any other provision hereof; provided, however, that no such written waiver, unless
                                         it, by its own terms, explicitly provides to the contrary, shall be construed to effect
                                         a continuing waiver of the provision being waived and no such waiver in any instance
                                         shall constitute a waiver in any other instance or for any other purpose or impair the
                                         right of the party against whom such waiver is claimed in all other instances or for
                                         all other purposes to require full compliance with such provision. Each of the parties
                                         agrees to execute all such further instruments and documents and to take all such further
                                         action as the other party may reasonably require in order to effectuate the terms and
                                         purposes of this Agreement.



 


		26.5.	Amendments. This Agreement
                                         may not be amended, nor shall any waiver, change, modification, consent or discharge
                                         be effected except by an instrument in writing executed by both parties.



 


		26.6.	Severability. If any
                                         provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid,
                                         inoperative or unenforceable as applied to any particular case in any jurisdiction or
                                         jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any
                                         provision with any constitution or statute or rule of public policy or for any other
                                         reason, such circumstance shall not have the effect of rendering the provision or provisions
                                         in question invalid, inoperative or unenforceable in any other jurisdiction or in any
                                         other case or circumstance or of rendering any other provision or provisions herein contained
                                         invalid, inoperative or unenforceable to the extent that such other provisions are not
                                         themselves actually in conflict with such constitution, statute or rule of public policy,
                                         but this Agreement shall be reformed and construed in any such jurisdiction or case as
                                         if such invalid, inoperative or unenforceable provision had never been contained herein
                                         and such provision reformed so that it would be valid, operative and enforceable to the
                                         maximum extent permitted in such jurisdiction or in such case.



 


		26.7.	Section Headings. The
                                         headings contained in this Agreement are for reference purposes only and shall not in
                                         any way affect the meaning or interpretation of this Agreement.



 






    	Distribution Agreement between Kamada and Tuteur.	Page 23



     


    

 


		26.8.	Notices. All notices
                                         and other communications required or desired to be given or sent by either party to the
                                         other shall be in writing, and shall be deemed to have been received the next business
                                         day after being successfully transmitted by fax as established by a transmission report,
                                         or after 10 (ten) days from being mailed by registered airmail; or at the time of delivery
                                         when manually delivered to the respective addresses set forth below:



 





	to Supplier:
	to Distributor:

         

	Kamada Ltd.

         
	TUTEUR
    S.A.C.I.F.I.A 
	2
    Holzman Street, Weizmann Science Park, Rehovot 7670402, Israel	Encarnación
        Ezcurra 365 third floor, 1107 Buenos Aires , Argentina

         

	Tel: 972-8-9406472

        Fax: 972-8-9406473

        Email: Amirl@kamada.com
	Tel: 54-11-5787-2222

        Fax: 54-11-5787-2222

        Email: apb@tuteur.com.ar

	Attn.:
    Amir London, CEO 	Attn:
    Alberto Pablo Barros, Attorney


 


or to such other addresses
as may be designated by notice, provided, however, that any notice of change of address shall be effective only upon receipt.


 


Without derogating from the
above, notices regarding a breach of this Agreement or termination thereof, if successfully transmitted by facsimile as stipulated
above, will be simultaneously delivered by registered mail or by courier, and shall be deemed to have been received on the next
business day after successful facsimile transmission.


 


[Signature page follows]


 




    	Distribution Agreement between Kamada and Tuteur.	Page 24



     


    

 


IN WITNESS WHEREOF, the parties, each by
its duly authorized signatory, have caused this Agreement to be executed as of the date first above-mentioned:


 


	Kamada Ltd.	 	TUTEUR S.A.C.I.F.I.A
	 	 	 	 	 
	By:		 	By:	 
	Name:	Amir London	 	Name: 	Jonathan Hahn
	Title:	Chief Executive Officer	 	Title:	President
	 	 	 	 	 
	By:		 	 	 
	Name: 	Chaime Orlev	 	 	 
	Title:	Chief Financial Officer	 	 	 


 




    	Distribution Agreement between Kamada and Tuteur.	Page 25



     


    

 


Appendix A - The Products, Trademarks,
Presentations, Indications and Prices


 


	Product	Trademarks	Indications
	AAT
    IV	“”,
    “GLASSIA”; Product Logos.	AATD
	Anti
    D (IV + IM) 	KamRho (D) IM

         

        KamRho (D) IV

         
	IM
        - Prophylaxis of hemolytic disease of newborns

        IV-
        Treatment of immune thrombocytopenic purpura



 


	Product	Minimum
    Supply Price; Transfer Price – Argentina Bolivia and Paraguay	Minimum Supply Price; Transfer
        Price – 

        Uruguay 

	AAT IV

        per 50ml/ 1 gram vial
	Argentina 

         

        2020

        Minimum Supply Price - First [*****]
        supplied vials at US$[*****]/vial; and

        For any additional quantity US$[*****]/vial

         

        Transfer Price - The higher of
        50% of the Product’s Net Price as sold by Tuteur in Argentina or Minimum Supply Price.

         

        2021 

        Minimum Supply Price - First [*****]
        supplied vials at US$[*****]/vial; and

        For any additional quantity [*****]/vial

         

        Transfer Price - The higher of
        50% of the Product’s Net Price as sold by Tuteur in Argentina or Minimum Supply Price.

         

        Bolivia and Paraguay

         

        Minimum Supply Price - will be
        agreed following registration of the Product.

         

        Transfer Price - The higher of
        50% of the Product’s Net Price as sold by Tuteur in Argentina or Minimum Supply Price

         
	2020

         

        Minimum Supply Price - US$[*****].

         

        Transfer Price - The higher of
        50% of the Product’s Net Price as sold by Tuteur in Uruguay or Minimum Supply Price as specified above.

         

	Anti
    D IM 2ml	Argentina & Paraguay
        

         

        2020

        Minimum Supply Price US$[*****]
        per 2ml

         

        Transfer Price - The higher of
        50% of the Product’s Net Price as sold by Tuteur in Argentina or Minimum Supply Price.

         

        Bolivia

         

        Will be agreed prior to registration.

         

         
	Minimum Supply Price - US$[*****].

         

        Transfer Price - The higher of
        50% of the Product’s Net Price as sold by Tuteur in Uruguay or Minimum Supply Price as specified above.

        

	Anti
    D IM 0.85ml	N/A	Minimum Supply Price - US$[*****].

         

        Transfer Price - The higher of
        50% of the Product’s Net Price as sold by Tuteur in Uruguay or Minimum Supply Price as specified above.

         






 






    	Distribution Agreement between Kamada and Tuteur.	Page 26



     


    

 


Appendix B – Territory


 


Argentina, Paraguay, Bolivia and Uruguay


 




    	Distribution Agreement between Kamada and Tuteur.	Page 27



     


    

 


Appendix C – Minimum Vials
per Shipment 


 


Glassia
- [*****] vials


KamRho (D)
IM / IV- [*****] vials


 




    	Distribution Agreement between Kamada and Tuteur.	Page 28



     


    

 


Appendix D– Minimum Quantity


 


	Year	Minimum
    Number of Glassia Vials per Marketing Year
	 	Argentina	Uruguay
	Year
    1 - 2020	[*****]	[*****]
	Year
    2 - 2021	[*****]	[*****]
	Year
    3 and onwards	[*****]	[*****]


 


KamRho (D)
IM 2ml / Argentina - [*****]


KamRho (D)
IM 2ml / Paraguay - [*****]


 




    	Distribution Agreement between Kamada and Tuteur.	Page 29



     


    

 


Appendix E– Product Specifications


 


In accordance with the approved dossier
in the Territory


 




    	Distribution Agreement between Kamada and Tuteur.	Page 30



     


    

 


Appendix F - Product Liability Insurance
Side Letter


 


 


Date: ____________


 


To: TUTEUR S.A.C.I.F.I.A S.A.


 


 


Re: Kamada Ltd. (the “Company”)
- Product Liability Insurance


 


Dear Sirs,


 


We are writing to inform you that we intend
to include you as “Additional Insured” within the Company’s Product Liability Insurance Policy (the “Policy”).


 


Such inclusion is subject to the terms
and conditions of the Policy, a copy of the relevant provisions is attached.


 


The inclusion is done at the Company’s
sole discretion and the Company may elect to cancel such inclusion, change or reduce the coverage at any time and for any reason
whatsoever with or without notice.


 


Your inclusion in the Company’s
Product Liability Insurance is in addition to, and not instead of, any other insurance you have or are required to have under
your agreement with your insurance companies.


 


Accordingly, nothing herein derogates,
limits or relieves you from any of your responsibilities and liabilities under the Distribution Agreement with the Company, including,
without limitations, the obligation to obtain the appropriate insurance coverage for your activities in connection with the Distribution
Agreement.


 


Sincerely yours,


 


KAMADA LTD.


 


***************************************************************




    	Distribution Agreement between Kamada and Tuteur.	Page 31



     


    

 


GENERAL PROVISIONS


 


Coverage is provided only for sales of
the Company’s Product in the ordinary course of vendor’s (Distributor’s) business.


 


Coverage is subject to vendor’s
written notice to the Company of any product liability claim immediately upon becoming aware of such claim or of circumstances
that may lead to such claim.


 


Coverage expressly excludes liability
for or deriving of any express or implied warranty, or any liability for distribution or sale for a purpose unauthorized by Kamada.


 


Coverage does not apply to injury or damage:


 


		1.	Arising out of any act of the
                                         vendor which changes the condition of the Product.



 


		2.	Arising out of any failure to
                                         maintain the Product in merchantable condition.



 


		3.	Arising out of alteration, treatment,
                                         processing, assembling, installation, repairing, packing/repacking, labeling, servicing
                                         and the like of such goods by the above vendor or retailer.



 


		4.	Occurring within the vendor’s
                                         premises or occurring prior to sale of the designated Products.



 


The vendor undertakes to comply with the
Policy’s conditions in so far as applicable.


 


Any disputes that may arise between Vendor
and Kamada and/or the Insurers regarding Policy conditions will be governed by Israeli Law.


 




    	Distribution Agreement between Kamada and Tuteur.	Page 32



     


    

 


Appendix G - Safety Data Exchange
Agreement 


 


[to be attached]


 




    	Distribution Agreement between Kamada and Tuteur.	Page 33



     


    

 


Appendix H – Release Letter


 


[on Distributor’s letterhead]


 


To
whoever is concerned 


 


POWER OF
ATTORNEY FOR TRANSFER OF REGISTRATION AND MARKETING AUTHORIZATIONS


 


Made this ___ day of _____.


 


Dear Sirs,


 


We hereby acknowledge that the Registration
and Marketing Authorizations relating to the following product(s):


 


AAT IV


 


Anti D (IV+IM)


 


which are held by TUTEUR S.A.C.I.F.I.A.,
according to the laws of Argentina/Paraguay/Bolivia, and authorizing the sale of the product(s) in such country, are and shall
remain the exclusive property of Kamada Ltd., a an Israeli company having its offices at 2 Holzman St., Science Park, P.O Box
4081, Rehovot, Israel, or of its affiliates.


 


Upon request of Kamada Ltd., TUTEUR S.A.C.I.F.I.A
has agreed to promptly cease any use of the said Registration and Marketing Authorizations and unconditionally assign all and
every lawfully assignable official title, or certificate or equivalent document concerning the Registration and Marketing Authorizations,
whether applied for or granted, to Kamada Ltd or to Kamada Ltd‘s affiliate or other Kamada Ltd‘s nominee.


 


For such purpose therefore, it is hereby
expressly provided hereby that this document constitutes an irrevocable power of attorney granted by TUTEUR S.A.C.I.F.I.A for
the exclusive benefit of Kamada Ltd. or any concerned affiliate, to act and perform all necessary proceedings to instruct the
Argentinean/Paraguayan/Bolivian authorities to transfer said Registration and Marketing Authorization to Kamada Ltd. or to any
company indicated by Kamada Ltd.


 


This power of attorney is sufficient to
act as described above and shall be considered as such by all Argentinean/Paraguayan/Bolivian authorities.


 


Further TUTEUR S.A.C.I.F.I.A undertakes,
whenever requested and necessary to do so by Kamada Ltd, to execute such documents and to do such acts as may be required or desirable
in order to permit or facilitate the transfer of said Registration and Marketing Authorizations upon Kamada Ltd.’s instructions.


 


TUTEUR S.A.C.I.F.I.A hereby acknowledges
that the present document may be used for the purpose of transferring the Marketing Authorizations and to evidence ownership rights
of Kamada Ltd. including before a Court of law, in case of a legal dispute.


 


Sincerely yours,


 


__________________


 


By: [Distributor’s full name’s
representative]


Title: [Distributor’s representative’s
position]


 




    	Distribution Agreement between Kamada and Tuteur.	Page 34



     


    

 


To
whoever is concerned 


 


POWER OF
ATTORNEY FOR TRANSFER OF REGISTRATION AND MARKETING AUTHORIZATIONS


 


Made this ___ day of _____.


 


Dear Sirs,


 


We hereby acknowledge that the Registration
and Marketing Authorizations relating to the following product(s):


 


AAT IV


 


Anti D (IV+IM)


 


which are held by TUTEUR S.A., according
to the laws of Uruguay, and authorizing the sale of the product(s) in such country, are and shall remain the exclusive property
of Kamada Ltd., a an Israeli company having its offices at 2 Holzman St., Science Park, P.O Box 4081, Rehovot, Israel, or of its
affiliates.


 


Upon request of Kamada Ltd., TUTEUR S.A
has agreed to promptly cease any use of the said Registration and Marketing Authorizations and unconditionally assign all and
every lawfully assignable official title, or certificate or equivalent document concerning the Registration and Marketing Authorizations,
whether applied for or granted, to Kamada Ltd or to Kamada Ltd‘s affiliate or other Kamada Ltd‘s nominee.


 


For such purpose therefore, it is hereby
expressly provided hereby that this document constitutes an irrevocable power of attorney granted by TUTEUR S.A for the exclusive
benefit of Kamada Ltd. or any concerned affiliate, to act and perform all necessary proceedings to instruct the Uruguayan authorities
to transfer said Registration and Marketing Authorization to Kamada Ltd. or to any company indicated by Kamada Ltd.


 


This power of attorney is sufficient to
act as described above and shall be considered as such by all Uruguayan authorities.


 


Further TUTEUR S.A undertakes, whenever
requested and necessary to do so by Kamada Ltd, to execute such documents and to do such acts as may be required or desirable
in order to permit or facilitate the transfer of said Registration and Marketing Authorizations upon Kamada Ltd.’s instructions.


 


TUTEUR S.A hereby acknowledges that the
present document may be used for the purpose of transferring the Marketing Authorizations and to evidence ownership rights of
Kamada Ltd. including before a Court of law, in case of a legal dispute.


 


Sincerely yours,


 


__________________


 


By: [Distributor’s full name’s
representative]


Title: [Distributor’s representative’s
position]


 


 


 






	Distribution Agreement between
    Kamada and Tuteur.	Page 35