ex10_21.htm


  


    Exhibit
10.21

     

    



      Talecris

      BIOTHERAPEUTICS


Amendment
No. 4 to

    Product
Supply Agreement

    


    


    


    This
Amendment No. 4 (“Amendment”),
effective as of November 17, 2009 (“Effective
Date”), is entered into by and between Talecris Biotherapeutics,
Inc. (“Talecris”),
with a business address of 79 T.W. Alexander Drive, 4101 Research Commons, P.O.
Box 110526, Research Triangle Park, North Carolina 27709, and Emergent Product Development
Gaithersburg Inc. (“Emergent”),
with a business address of 300 Professional Drive, Gaithersburg, Maryland
20879.  For the purposes of this Amendment, Emergent and Talecris
shall each be deemed a “Party” and
together the “Parties”.

    


    WHEREAS,
the Parties entered into that certain Product Supply Agreement, dated June 12,
2006 (as subsequently amended by the Parties, the “Original
Agreement”); and

    


    WHEREAS,
the “Commercial Term” of the Original Agreement (as defined therein) is
scheduled to begin on January 1, 2010 (pursuant to Section 10.01(b) thereof);
and

    


    WHEREAS,
the parties wish to amend the Original Agreement to delay the commencement of
the Commercial Term in order to allow the Parties to evaluate and discuss
potential paths forward in light of the approaching Commercial
Term;

    


    NOW
THEREFORE, for good and valuable consideration, including the promises set forth
herein, the parties agree as follows:

    


    
      	
              1)  

            	
              Recitals; Capitalized
      Terms; Controlling Effect.  The foregoing recitals are
      deemed to be true and accurate in all respects and are hereby incorporated
      into this Amendment by reference.  Capitalized terms used herein
      shall have the same meanings ascribed to them in the Original Agreement
      unless otherwise expressly defined herein.  In the event of any
      conflict between the terms of the Original Agreement and the terms of this
      Amendment, the terms of this Amendment shall govern and
      control.  The Original Agreement and this Amendment are
      collectively referred to hereinafter as the “Agreement”.

            


    

    


    
      	
              2)  

            	
              Amendment
      to Original Agreement.

            


    

    


    
      	
              a)  

            	
              Pre-Commercial
      Term: Section 10.1(a) (Pre-Commercial Term) of the Original
      Agreement is hereby amended as follows: Delete all instances of “January
      1, 2010” and replace them with “March 1,
2010”.

            


    

    


    
      	
              b)  

            	
              Commercial
      Term: Section 10.1(b) (Commercial Term) of the Original Agreement
      is hereby amended as follows: Delete “January 1, 2010” and replace it with
      “March 1, 2010”.

            


    

    


    
      	
              3)  

            	
              Incorporation of Prior
      Agreements. The Agreement contains the entire understanding of the
      Parties hereto with respect to the subject matter hereof, and no prior or
      other written or oral agreement or undertaking pertaining to any such
      matter shall be effective for any
purpose.

            


    

    


    
      	
              4)  

            	
              Governing Law.
      This Amendment, and any and all matters arising directly or indirectly
      herefrom shall be governed by and construed and enforced in accordance
      with the laws of the United States and the internal laws of the state of
      New York, without regard to conflict of law
  principles.

            


    

    



    
      
         


      

      
         


         


      

      
         


      

    


    


    
      	
              5)  

            	
              Interpretation; Full
      Force And Effect; Counterparts. The Amendment shall be construed
      reasonably to carry out its intent without presumption against or in favor
      of either Party. The Original Agreement shall remain in full force and
      effect in accordance with its original terms and provisions, except as
      expressly modified by the terms of this Amendment.  This
      Amendment may be executed by the Parties hereto in one or more
      counterparts, all of which shall be valid and binding on the party or
      parties executing them and all counterparts shall constitute one and the
      same document for all purposes.  Each Party represents and
      warrants that this Amendment has been duly authorized, executed and
      delivered by or on behalf of such
Party.

            


    

    


    


    IN
WITNESS WHEREOF, Emergent and Talecris have entered into this Amendment as of
the Effective Date.

     

    


     

    
      	
              Emergent
      Product Development

              Gaithersburg
      Inc.

              By:  /s/Kyle Keese

              Name:
      Kyle Keese

              Title:
      SVP Mfg Ops

              Date:
      12/3/09

            	
              Talecris
      Biotherapeutics, Inc.

              By:          /s/ Mary J. Kuhn

              Name:     Mary
      J Kuhn

              Title:       EVP
      Operations

              Date:       11/23/09