ex10_20.htm


  
    

       

      Exhibit
10.20

      
 

      
        	
                 CONFIDENTIAL MATERIALS OMITTED
      AND FILED SEPERATLY WITH THE SECURITIES AND EXCHANGE COMMISSION. 
      

                ASTERISK DENOTE
      OMISSIONS. 

              


      

       

      Talecris

      BIOTHERAPEUTICS

      


      


      AMENDMENT
NO. 3 to the

      


      PRODUCT
SUPPLY AGREEMENT

      


       

      This
Amendment No. 3 (the "Amendment"), is entered into by and between Talecris
Biotherapeutics, Inc., headquartered at 79 T.W. Alexander Drive, 4101 Research
Commons, P.O. Box 110526, Research Triangle Park, North Carolina 27709
("Talecris") and Emergent Product Development Gaithersburg Inc. with an address
of 300 Professional Drive, Gaithersburg, MD 20879 ("Emergent" collectively, with
Talecris, the "Parties," and each individually, a "Party"). All terms not
defined herein shall have the meaning set forth in the Master Agreement (as
defined below).

       

      WHEREAS,
the Parties entered into that certain Product Supply Agreement, effective as of
June 12, 2006 (the "Original Agreement");

       

      WHEREAS,
the Parties entered into certain Amendments to the Original Agreement (Amendment
No. 1 effective as of December 19, 2006 and Amendment No. 2 effective as of June
25, 2007) (the Original Agreement, as amended by Amendment Nos. 1 and 2, the
“Agreement”);

       

       

      WHEREAS
the Parties desire to amend and the Agreement for the purpose of amending
Exhibit L; and

       

      WHEREAS,
except as specifically modified herein, the Agreement, as amended by this
Amendment, shall remain in full force and effect.

       

      NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, the Parties hereto agree as follows:

       

      1. Effective Date. The
effective date of this Amendment No. 3 shall be August 29, 2007 (the “Effective
Date”).

       

      2. Amendment of Exhibit L of
the Agreement (Term). As of the Effective Date, Exhibit L1 attached to
Amendment No. 3 will be added to Exhibit L of the Agreement.

       

      3. Applicable Law. This
Amendment No. 3, and the amended Agreement, shall be governed by the laws of the
State of New York, without regard to any conflicts of law
principles.

       

      4. Counterparts. This
Amendment No. 3 may be executed in any number of counterparts, each of which
shall be an original, but all of which, when taken together, shall constitute
one and the same instrument.

       



      
        
           


        

        
           


           


        

        
           


        

      


      


      


      IN
WITNESS WHEREOF, the Parties have executed this Amendment No. 3 as of the
Effective Date.

      


      


      TALECRIS
BIOTHERAPEUTICS,
INC.                             EMERGENT
PRODUCT DEVELOPMENT

      GAITHERSBURG INC

      


      By:            /s/ Mary J.
Kuhn                                                     By:             /s/ M J
Langford 

       

      Name:     Mary
J.
Kuhn                                     Name:      Michael
Langford

       

      Title:       SVP
Operations                                                      
 Title:           President

       



      



      
        
           


        

        
           


           


        

        
           


        

      



    Exhibit
L1

     

    Payment Schedule for Amended Stability Program to include Stability testing
specifically for the Fraction II + III Paste an dthe Sterile Filling Bulk

     

    Purpose:   Emergent has requested a greater amount of stability
testing than is stated in teh original contract. The original contract provided
no provisions for the stability studies listed below.

     

    The stability protocol is attached.

     

    Pricing:    Total of $[**] to implement and complete the
attached stability protocol.

     

    Invoicing:  The total payment of $[**]should be made in three equal
payments when the respective reports are issued.  Each payment with be for
$[**].

     

           A.   90 day
final report on sterile filling bulk stability

           B.  12
month interim report on II + III Paste stability

           C.  24
month final report on II + III Paste stability

     

    Payment of each invoice will be due 30 days after
invoicing.