ex10_19.htm


  


    Exhibit
10.19

    Talecris

    BIOTHERAPEUTICS

    


     

    AMENDMENT
NO. 2 to the

     

     

    Product
Supply Agreement

     

    


     

    This
Amendment No. 2 (the "Amendment"), effective as of June 25, 2007 (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. 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 "Master Agreement");

     

     

    WHEREAS
the Parties desire to amend and restate the Master Agreement as set forth
herein; 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 Section 7.06,
Method of Invoicing for Orders. Section 7.06 of the Master Agreement is
hereby amended by adding the following sentence;

     

    "Provided
however, Talecris may, at its discretion, invoice Emergent for an Order based
solely on; (a) Talecris' determination that Product release testing has been
met, and (b) the required samples were provided to Emergent by Talecris, within
three (3) days of packaging of product by Talecris, and (c) Emergent has not
provided identity test results to Talecris, within thirty-five (35) days of
packaging of the product."

     

    2. Amendment of Section 7.07,
Remittance of Payments. Section 7.07 of
the Master Agreement is hereby amended by deleting section 7.07 entirely and
replacing with the following:

     

    a. Timing. Payments due
by Emergent under this Article 7 shall be payable by Emergent no later than
thirty (30) days after the invoice date; provided, however, that the Finished
Product associated with such payment was actually delivered in compliance with
Section 6.01. Notwithstanding the foregoing, if Emergent has not made
arrangements for and obtained the delivery of (i) Finished Product within thirty
(30) days of receipt of an invoice into either (a) the custody of Emergent's
carrier, or (b) onsite storage at Talecris Facilities subject to any applicable
Fees mutually agreed to by the Parties, or (ii) product which meets the Product
Specifications (subject to Section 7.06), payment shall be due and payable by
Emergent promptly.

     

    b. Method of Payment.
Emergent shall make payment by wire transfer of Dollars to a bank account
designated by Talecris or by such other payment method as the Parties may agree
upon from time to time."

     

    3. Applicable Law. This
Amendment, and the amended Agreement, shall be governed by the laws of the State
of New York, 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
Langford

     

           
Title:        SVP
Operations                                                                 
Title:      President