ex10_18.htm


  


     

    EXHIBIT
10.18

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

                ASTERISK DENOTE
      OMISSIONS. 

              


      

       

    

     

     

    Talecris

    BIOTHERAPEUTICS

    


    AMENDMENT
NO. 1 to the

    


    PRODUCT
SUPPLY AGREEMENT

    


    This
Amendment No. 1 (the "Amendment"), effective as of December 19, 2006 (the
“Effective Date”), 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. ("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 "Master Agreement');

    


    WHEREAS
the Parties desire to amend and restate the Master Agreement as set forth herein
to modify the requirements for stability testing of the AIG Product and the
payment schedule for the testing; and;

    


    WHEREAS,
except as specifically modified herein, the Master 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. Amendment of Article 7.02,
Fees Associated With Certain Pre-Commercial Activities, Subpart B Stability
Testing. Article 7.02, Subpart B of the Master Agreement is hereby
deleted in its entirety and replaced with:

    


    "Emergent
shall pay Talecris following Talecris' performance of stability testing,
(approved stability protocol attached) and related activities in accordance with
Exhibit L,.
attached hereto and incorporated by reference into the Master
Agreement.

    


    2. Applicable Law. This
Amendment, and the amended Agreement, shall be governed by the laws of the State
of Delaware without regard to any conflicts of law principles.

    


    


    IN
WITNESS WHEREOF, the Parties have executed this Amendment as set forth
below.

    


    


    


    


    TALECRIS
BIOTHERAPEUTICS,
INC.                                                                                     EMERGENT
PRODUCT DEVELOPMENT

    GAITHERSBURG INC.

    


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

    


    Name:        Mary
J.
Kuhn                                  Name:      Michael
J. Langford

    


    Title:           SVP
Operations                                                          Title:         President

    


    


    



    
      
         


      

      
         


         


      

      
         


      

    


    Exhibit
L

    


    


    Payment
schedule for Amended Stability Protocol

    


    
      	
              Purpose:

            	
              Emergent
      has requested a greater amount of stability testing than is stated in the
      original contract. The original contract required 15 test points to be
      done on three product lots. The price was $[**] dollars to perform the
      45-test point study. The stability protocol now requested requires 24 test
      points to be done on 3 AIG product lots. This increases the total number
      of test points to 72 test points which is an increase of 27 test points.
      The approved protocol is follows.

            


    

    


    Calculations:

    
      	
              Talecris
      Cost to perform the

              requested
      protocol (3 lots)

            	 	$	[**]	 
	
              #
      of Test Points per lot

            	 	 	24	 
	
              #
      of Test Points for 3 lots

            	 	 	72	 
	
              Cost
      per test Point

            	 	$	[**]	 
	
              #
      of test points of original

            	 	 	15	 
	
              Stability
      schedule per lot

            	 	 	 	 
	
              #
      of test points for 3 lots

            	 	 	45	 
	
              Original
      agreement for

            	 	$	[**]	 
	
              Stability
      Protocol

            	 	 	 	 
	
              Additional
      test points

              required

            	 	 	27	 
	
              Cost
      to perform additional

              test
      points

            	 	$	[**]	 
	
              Total
      revised Charge to

            	 	$	[**]	 
	
              Emergent
      for study

            	 	 	 	 


    

    


     

     

    
      	
              Invoice
      Timing:

            	
              The
      study is requested for 5 years. Talecris will invoice Emergent for 20% of
      the total price each year when the annual report is
  issued.