Execution
Version


 


PLASMA
PURCHASE AGREEMENT


 


NORMAL SOURCE PLASMA PURCHASE
FROM BPC TO ADMA


 


THIS
PLASMA PURCHASE AGREEMENT (“Agreement”) between Biotest Pharmaceuticals Corporation, a Delaware corporation,
having a place of business at 5800 Park of Commerce Boulevard, NW, Boca Raton, Florida 33487 (“BPC”) and ADMA
BioManufacturing, LLC., a Delaware limited liability corporation, having a place of business at 465 Route 17 South, Ramsey
New Jersey 07446 (“ADMA”) shall be effective as of June 6, 2017 (the “Effective Date”). BPC
and ADMA are each sometimes referred to herein individually as a “Party” or collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
BPC desires to sell, and ADMA desires to purchase certain quantities of Normal Source Plasma (“Plasma” or “NSP”)
to be used by ADMA, solely on the terms and conditions set forth in this Agreement.


 


PROVISIONS


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent
to be legally bound hereby, ADMA and BPC agree as follows:


 


A.      
PURCHASE AND SALE OF NSP.


 


1.         TERM
OF AGREEMENT.  Unless terminated earlier as provided herein, the term of the Agreement shall become effective on the
Effective Date and shall remain in effect for a period of five (5) years from the Effective Date (the
“Initial Term”). After the Initial Term, this Agreement may be renewed for additional two terms of two years each
upon the mutual written consent of the Parties. Each Party agrees that it will endeavor, in good faith, to conclude any
negotiations relating to such renewals no less than one (1) year before the expiration of this Agreement.


 


2.        
PRICE AND VOLUMES


 


a.           
During the Initial Term, ADMA agrees to purchase, and BPC agrees to sell, Plasma in the following annual quantities and
prices, unless mutually agreed to otherwise in writing between the Parties:


 


	YEAR	Quantity	Price/Liter
	2017	[***]	[***]
	2018	
        [***]
	
        [***]



 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.









 






    -1-


    


    

 


	 	 	
        [***]

	2019	
        [***]
	
        [***]

	2020	
        [***]
	
        [***]

	2021	
        [***]
	
        [***]



 


b.            
Price increases shall become effective on January 1st of the applicable year.


 


		i.	The price of all purchases of NSP under this Agreement includes all required
screening tests and NAT for HIV, HBV, HCV, HAV, and Parvo B-19. Any additional required testing as specified by the U.S. Food and
Drug Administration (the “FDA”) (or foreign equivalent) or due to a change in the ADMA Specifications (as defined
below), will be billed to ADMA at BPC’s actual costs.



 


		ii.	In the event compliance with one or more new government regulations or
                                                                   quality procedures or change in the specifications requested by ADMA (any of the foregoing being a “Required
                                                                   Change”) is required, but is not contemplated in this Agreement, and results in a material increase to BPC’
                                                                   actual costs to procure, store, provide and supply NSP, both Parties shall re- negotiate the change in the purchase price of
                                                                   NSP in good faith within ninety (90) days of the Required Change,
which shall be retroactive to the effective date of the Required Change.



 


3.     
PAYMENT TERMS. All NSP shall be paid within [***] days from the date of the invoice. Any late payment
made by ADMA shall accrue interest to be paid at the rate of [***], subject to the maximum allowed by law. Invoice to be
issued upon shipping from the BPC plasma center. All payments due hereunder to BPC shall be sent to BPC at the times set forth
herein by wire transfer to such accounts as BPC may designate to ADMA.


 


Invoices to ADMA, shall be directed
to:


ADMA BioManufacturing, LLC


c/o ADMA Biologics, Inc.


465 Route 17 South


Ramsey, NJ 07446


Attn: Accounts
Payable


[***]


 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.









 






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Inquiries and correspondence regarding
payment should be directed to:


ADMA BioManufacturing, LLC


c/o ADMA Biologics, Inc.


465 Route 17 South


Ramsey, NJ 07446


Attn: Accounts
Payable


[***]


 


Wire transfer instructions will
be provided to ADMA by BPC under separate notice.


 


4.     
SHIPMENT TERMS. All shipments shall be made FOB BPC plasma center or BPC designated freezer warehouse. BPC
will invoice ADMA for the NSP at time of shipment. ADMA shall take ownership and bear all risk of loss upon pick up by ADMA’s
designated carrier from the BPC plasma center or BPC designated warehouse and ADMA shall at its own expense be responsible for
freight charges, insurance, handling and forwarding agent’s fees, taxes, storage and all other charges applicable to the
NSP.


 


B.       QUALITY OF NSP.


 


1.     
BPC and ADMA shall agree in writing upon specifications for NSP (“ADMA Specifications”). All NSP sold under
this Agreement by BPC to ADMA shall meet the ADMA Specifications.


 


2      
BPC shall have no obligation to provide NSP to ADMA in the event the failure to provide the agreed upon quantity is due
to a Force Majeure Event pursuant to Section G.


 


3.     
ADMA, in compliance with 21 CFR §640.69(f), agrees to hold all NSP units for a minimum of sixty (60) calendar days
from collection date prior to release for further manufacturing. ADMA further agrees that if, after placing the NSP units on hold
under this section, ADMA is informed by BPC (through the established lookback process) that a donor has been subsequently deferred
pursuant to 21 CFR §640.41 or subsequently determined to be ineligible under 21 CFR §630.10 due to risk factors closely
associated with exposure to, or clinical evidence of, infection due to a relevant transfusion- transmitted infection, all donations
on hold from that donor will not be used in the further manufacturing of injectable products.


 


4.     
ADMA shall bear the expense of unusable NSP due to a recall or look-back , or the destruction of any NSP due to post-donation
lookback issues in accordance with FDA regulations and guidance, in each case, if such NSP has become unusable or destroyed after
delivery to ADMA.


 


5.      ADMA
shall have the right to conduct periodic inspections of BPC’s centers and facilities dealing with the NSP at times
mutually agreeable to the Parties, with no more than [***] auditors. Such inspections shall be limited to matters
directly related to this Agreement and shall be conducted in conformance with generally accepted industry practices. ADMA
will provide BPC with not less than [***] days’ notice prior to any of its inspections, unless mutually agreed
otherwise by the Parties. Upon receipt of ADMA’s audit report, BPC shall have [***] days to send a response to
the appropriate ADMA representative, outlining the corrective actions that BPC will take at its expense to correct the audit
deficiencies. Further, BPC agrees to provide ADMA with copies of all written reports (including FDA 483’s) and
correspondence between BPC and any governmental agency regarding any such inspection or review of records within [***]
days of (i) receipt of any such report or correspondence from the governmental agency or (ii) the issuance or delivery of any
response or correspondence by BPC; provided, however, that in the event the report or correspondence relates to a serious
problem that could affect the continuous supply or quality of the NSP, then BPC agrees to use all reasonable efforts to
notify ADMA within [***] days of receipt of such report or correspondence and to provide ADMA with a copy of such report
or correspondence.


 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.









 






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C.
      INSPECTION AND ACCEPTANCE.


 


1.     
ADMA shall inspect each shipment of NSP for conformity with ADMA’s specifications, as of the Effective Date of this
Agreement which are set forth on Exhibit A (which may be amended from time to time in accordance with this Agreement), within [***] days of the arrival of such NSP at ADMA’s designated warehouse. ADMA shall promptly notify BPC in writing of its determination
of any non-conformity of such NSP with the ADMA Specifications, in which case, the Parties shall mutually determine, within [***] days of such written notification, whether such NSP meets the ADMA Specifications. If it is determined that such NSP does not
meet the ADMA Specifications, BPC shall replace any non-conforming NSP as promptly as possible, taking into account the time required
to produce such quantities of NSP. In the event the Parties fail to agree whether or not any given shipment of NSP conforms with
the ADMA Specifications, then the dispute will be promptly referred to an independent expert agreed in good faith by the Parties,
whose decision shall be final and binding on the Parties. The fees and expenses of such independent expert shall be borne by the
Party determined to have been in error as to the conformity, or lack thereof, of the NSP to the ADMA Specifications.


 


2.     
For each shipment of NSP delivered to ADMA, BPC shall provide to ADMA a quality certificate and other industry standard
documents required by regulatory authorities relating to such NSP.


 


D.     
LIMITED WARRANTY.BPC represents and warrants to ADMA that the NSP has been collected and produced in accordance
with BPC’S approved SOP’s and in accordance to ADMA Specifications. BPC represents, warrants and agrees that any and
all NSP shall be collected, produced and delivered in accordance with all local, state and national laws, regulations and requirements.
ADMA shall have all rights and remedies available to it under this Agreement and shall not be obligated to buy or pay for any NSP
which does not, in all respects, comply with the ADMA Specifications and applicable law, rules and regulations and as otherwise
required by this Agreement; provided, that ADMA must notify BPC of any rejection of NSP delivered to ADMA hereunder within [***] days of receipt of such NSP. This warranty shall not apply to any expired NSP.


 


E.      
MISCELLANEOUS


 


1.     
CONFIDENTIALITY


 


a.      The
Parties agree to maintain the confidentiality of the contents of this Agreement and the dealings between the Parties with the
same degree of care as they use to protect their own proprietary, confidential or trade secret information (provided, that in
no event shall either Party use less than a reasonable degree of care). Subject to the last sentence of this Section
(E)(1)(a), neither Party shall disclose to any third party any confidential information received from the other hereunder
without such other Party’s prior written consent and shall use such confidential information only for the purpose of
this Agreement. The Parties agree to hold the name and location of any and all testing labs and facilities as well as names
of key personnel at the testing labs as confidential information hereunder. Said obligation of secrecy shall not apply to any
information which (i) was in the public domain at the time of its disclosure or thereafter becomes part of the public domain
by publication or otherwise subsequent to the time of disclosure under this Agreement through no fault of the receiving
party; (ii) was known to the receiving party or in its possession prior to or at the time of disclosure by the disclosing
party as shown by written records and was not disclosed to the receiving party subject to or in violation of a
confidentiality obligation; (iii) is independently developed by the receiving party without use of the other Party’s
confidential information as shown by written documentation; (iv) is disclosed with the written approval of the disclosing
party; (v) is rightfully furnished to the receiving party by a third party having the authority to disclose such confidential
information without restrictions; (vi) is disclosed by law or regulation or in response to a valid order of a court or other
governmental body of competent jurisdiction, or is required for registration of a product by competent authorities, but only
to the extent legally required on the advice of outside legal counsel and for the purpose of such law, regulation, order or
registration, and only if the receiving party first notifies the disclosing party of the required disclosure and permits the
disclosing party, at its sole expense, to seek an appropriate legal remedy to maintain the information in secret; or (vii) is
included in any filings made with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended (which, for the avoidance of doubt, shall include filing a copy
of this Agreement with the U.S. Securities and Exchange Commission).


 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.









 






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b.     
The above obligations shall survive the termination of this Agreement and shall continue with respect to donor information
without limit of time and in respect of other confidential information for a period of [***] years.


 


2.        
RELATIONSHIP OF THE PARTIES.The relationship between ADMA and BPC during the term of this Agreement, including
extensions and renewals, is strictly that of buyer and seller. Neither Party is, in any way, the legal representative, agent, joint
venture nor partner of the other for any purpose whatsoever. Neither Party has any control or authority whatsoever to bind the
other Party or any other person with respect to the other Party.


 


3.     
INDEMNIFICATION. BPC and ADMA hereby indemnify and agree to hold harmless each other and their respective
affiliates, agents, employees, officers and directors, from and against any and all third party claims, losses, liabilities, damages,
reasonable and documented out-of-pocket attorneys’ fees, costs and expenses (hereinafter “Claims”) which
may be sustained by and/or claimed against the other Party by virtue of their negligent acts, negligent omissions or the negligent
handling or furnishing of materials or performance of services rendered by the other Party, the willful misconduct by the other
Party or its affiliates, officers, directors, employees or agents or any representation, warranty or agreement contained in this
Agreement being breached, untrue or materially misleading, by omission or otherwise. Said indemnification will be capped at the
dollar value of NSP purchased in the year in which the relevant Claim arises. The indemnifying Party’s liability shall be
reduced to the extent any such Claims arise as a result of the indemnified Party’s own willful misconduct or negligence.


 


The Party from
whom indemnity is sought shall be entitled at its option to defend or control the defense and/or settlement of any such claim if
and only if the amount of losses in respect of such claim would not reasonably be expected to exceed the amount then available
for indemnification; provided, that the indemnifying Party shall not settle any such claim unless the indemnifying Party would
be obligated to pay the full amount of the losses in connection with such claim and such settlement completely and unconditionally
releases the indemnified Party from all losses in connection with such claim, does not entail any admission of liability on the
part of the indemnified Party and would not otherwise adversely affect the indemnified Party.


 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.









 






    -5-


    


    

 


Each Party
shall notify the other of any claim or potential claim or liability as soon as it becomes aware that such claim, potential claim
or liability has arisen (provided, that failure by such indemnified Party to give such notification shall not relieve the indemnifying
Party of its obligations hereunder, except to the extent the indemnifying Party (i) demonstrates that it has been actually and
materially prejudiced as a result of such failure or (ii) forfeits any rights or defenses that would otherwise have been available
to the indemnifying Party but for such failure) and shall provide to the other all reasonable assistance in respect thereof.


 


4.     
LIMITATION OF LIABILITY.IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOSS OF INCOME, PROFIT,
INTEREST OR SAVINGS BY THE OTHER PARTY OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES SUFFERED BY
THE OTHER PARTY, ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE SALE OR USE OF ANY NSP, REGARDLESS
OF THE FORM OF ACTION, AND WHETHER IN CONTRACT, INDEMNITY, WARRANTY OR TORT INCLUDING WITHOUT LIMITATION STRICT LIABILITY AND NEGLIGENCE
OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THIS
LIMITATION WILL NOT APPLY TO ANY LIABILITY FOR DAMAGES THAT MAY RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY.


 


5.     
INSURANCE. ADMA and BPC shall each be required to maintain general and product liability insurance in an amount
of [***]. Before commencing any work hereunder, the Parties shall furnish certificates evidencing the
insurance required by this Section. The Parties shall give each other thirty (30) days advance written notice in the event the
insurance required by this Section is materially modified, or cancelled or otherwise terminated for any reason.


 


F.     
 TERMINATION.


 


1.     
In addition to any other remedy it may have, either Party shall have the right to terminate this Agreement by written notice
to the other Party if the other Party fails to remedy and make good any material default in the performance of any material condition
or obligation under this Agreement within sixty (60) days of written notice of such material default..


 


2.     
Upon giving the appropriate written notice, either Party may terminate this Agreement upon the occurrence of any of the
following events: (a) a proceeding under any bankruptcy, reorganization, arrangement of debts, insolvency or receivership law is
filed by or against the other Party, and is not dismissed or stayed within sixty (60) days, (b) a receiver or trustee is appointed
for all or a substantial portion of the assets of the other Party, or (c) the other Party makes an assignment for the benefit of
its creditors or becomes insolvent.


 


3.     
Upon termination of this Agreement, ADMA must pay for any NSP already delivered to ADMA.Notwithstanding anything to the
contrary set forth herein, the Parties’ obligations under this Agreement shall survive the termination of this Agreement
to the extent necessary to give effect to their reasonable intentions.


 


G.
      FORCE MAJEURE.


 


1.      Neither
Party shall be liable for non-performance caused by strikes, fires, explosions, Acts of God, riots, civil or
international war, acts of terrorism, an unexpected downturn in the acceptable donor population adversely affecting the
industry as a whole, inability to obtain NSP because of Force Majeure at the producing location, or any other similar or
dissimilar cause beyond the reasonable control of either Party which renders the performance of a Party’s obligations
so difficult or costly as to make such performance commercially unreasonable (each a “Force Majeure Event”). The
affected Party shall immediately inform the other Party of the occurrence and termination of such Force Majeure Event.


 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.









 






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2.     
Upon giving notice to the other Party, a Party affected by an event of Force Majeure shall be released without any liability
on its part from the performance of its obligations under this Agreement, except for the obligation to pay any amounts due and
owing hereunder, but only to the extent and only for the period that its performance of such obligations is prevented by the event
of Force Majeure. Such notice shall include a description of the nature of the event of Force Majeure, and its cause and possible
consequences. The Party claiming Force Majeure shall promptly notify the other Party of the termination of such event.


 


5.
Should the period of Force Majeure continue for more than ninety (90) days, then the Party not suffering the Force Majeure event
may terminate this Agreement upon giving written notice to the other Party.


 


H.      
REMEDIES EXCLUSIVE.


 


The rights and
remedies available to ADMA and BPC under this Agreement among the Parties are exclusive, subject to terms of Section I below with
respect to permitted assignees.


 


I.      
ASSIGNMENT.


 


Neither
Party shall assign this Agreement or any of its rights or obligations hereunder without the express written consent of the other
Party, except as hereinafter provided. Any such consent shall not be unreasonably withheld or delayed. With notice to the other
Party, either Party may, without the other Party’s consent, assign this Agreement to (i) its affiliate, provided such Party
remains liable for all of its obligations hereunder; or (ii) a successor to all or substantially all of the assets relating to
the business of that Party which is involved in the fulfillment of its obligations under this Agreement, provided, that such successor
shall expressly assume in writing the performance of all of the terms and conditions of this Agreement then to be performed by
such successor as if it were named herein as a Party.


 


J.      
NOTICES.All notices, demands, requests, consents or approvals required under this Agreement must be in writing
and delivered personally to the Party or sent by overnight courier service or facsimile or electronic mail, addressed to such Party
as set forth below (or to such other address or facsimile number as such Party may hereafter specify for the purpose by notice
to the other Party hereto):


 





	To BPC:	Ileana
Carlisle 


Chief
Executive Officer 


Biotest Pharmaceuticals Corporation

5800 Park of Commerce Blvd. NW

Boca Raton, FL 33487


	 	 
	With a copy to:	 
	 	Legal Department


Biotest Pharmaceuticals Corporation

5800
Park of Commerce Blvd. NW


Boca Raton, FL 33487

Fax: 561-989-5517





 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.



 






    -7-


    


    

 





	To ADMA:	ADMA
BioManufacturing, LLC 


c/o
ADMA Biologics, Inc. 


465 Route 17 South Ramsey,
NJ 07446

Attn:
Chief Executive Officer 


With
a copy to: 


ADMA
Biologics Inc.

Attn: General Counsel 


5800
Park of Commerce Blvd. NW 


Boca Raton, FL 33487





 


All notices,
requests, consents and other communications hereunder shall be deemed to have been properly given (a) if by hand, at the time of
the delivery thereof to the receiving party at the address of such Party set forth above, (b) if made by facsimile transmission,
at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (c) if sent by overnight courier,
on the next business day following the day such notice is delivered to the courier service or (d) if sent by registered or certified
mail, on the fifth business day following the day such mailing is made.


 


K.      
CHANGE OF CONTROL.


 


If, after
a Change of Control, BPC (or its successor-in-interest) either notifies ADMA during the Initial Term of the Agreement of its intention
to cease the supply of NSP, or otherwise willfully breaches this Agreement and as a result thereof fails to deliver NSP in accordance
with the terms of this Agreement, ADMA shall have the right to notify BPC and terminate the Agreement and BPC or its successor-in-
interest shall promptly pay to ADMA damages in the amount of Fifteen Million Dollars ($15,000,000) by wire transfer of immediately
available funds to the bank account designated in writing by ADMA. The parties agree that the foregoing amount is not a penalty
but an approximation of damages that ADMA would incur in the event of such breach of this Agreement following a Change of Control
by BPC or its successor-in-interest. Notwithstanding the payment of the damages described herein, ADMA shall also be able to fully
pursue all breach of contract remedies for damages in accordance with this Agreement in the event of such breach of this Agreement
permitting ADMA to exercise its right to damages under this Section K.


 


For purposes
of this Section K, “Change of Control” means any (a) direct or indirect acquisition (whether by a purchase,
sale, transfer, exchange or issuance) of shares of capital stock or other securities, in a single transaction or series of related
transactions, representing more than fifty percent (50%) of the voting power of Biotest AG, Biotest US Corporation or BPC (in each
case, including by means of a spin- off, split-off or public offering), (b) merger, consolidation or other business combination
directly or indirectly involving Biotest AG, Biotest US Corporation or BPC representing more than (50%) of the assets of Biotest
AG, Biotest US Corporation or BPC, (c) reorganization, recapitalization, liquidation or dissolution directly or indirectly involving
Biotest AG, Biotest US Corporation or BPC, (d) direct or indirect sale, lease, exchange, mortgage, transfer or other disposition,
in a single transaction or series of related transactions, of more than fifty percent (50%) of the assets of Biotest AG, Biotest
US Corporation or BPC, or (e) other transaction having a similar effect to those described in clauses (a) through (d).


 


For
avoidance of doubt this Section K is only applicable if ADMA has not assigned this Agreement or engaged in an ADMA Change of
Control. For purposes hereof, an “ADMA Change of Control” (a) direct or indirect acquisition (whether by a
purchase, sale, transfer, exchange or issuance) of shares of capital stock or other securities, in a single transaction or
series of related transactions, representing more than fifty percent (50%) of the voting power of ADMA Biologics, Inc.
(“ADMA Parent”) or ADMA (in each case, including by means of a spin-off, split-off or public offering),
(b) merger, consolidation or other business combination directly or indirectly involving ADMA Parent or ADMA representing
more than (50%) of the assets of ADMA Parent or ADMA, (c) reorganization, recapitalization, liquidation or dissolution
directly or indirectly involving ADMA Parent or ADMA, (d) direct or indirect sale, lease, exchange, mortgage, transfer or
other disposition, in a single transaction or series of related transactions, of more than fifty percent (50%) of the assets
of ADMA Parent or ADMA, or (e) other transaction having a similar effect to those described in clauses (a) through (d).


 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.



 






    -8-


    


    

 


L.      
INTEGRATION; EFFECT OF AMENDMENT.


 


This
Agreement, including all attachments, schedules or other agreements specifically incorporated by reference, constitute the entire
agreement among the Parties with respect to the subject matter of this Agreement and supersede any and all other prior written
or oral agreements, understandings, negotiations or discussions among the Parties with respect to the subject matter of this Agreement.
This Agreement may not be modified or amended in any respect except by an instrument in writing signed by both of the Parties.


 


M.
      CHOICE OF LAW.


 


1.     
This Agreement shall be governed by, and construed under laws of the State of Delaware, without regard to its conflict of
laws principles.


 


2.     
Each of the Parties agrees that, notwithstanding anything herein, any claim, demand, action, cause of action, suit, countersuit,
litigation or proceeding by or before any governmental authority arising out of or in connection with this Agreement (any “Action”),
or for recognition and enforcement of any judgment arising out of or in connection with this Agreement, shall be tried and determined
exclusively in the state or federal courts in the State of Delaware, and each of the Parties hereby irrevocably submits with regard
to any such Action for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the
aforesaid courts. Each of the Parties hereby expressly waives any right it may have to assert, and agrees not to assert, by way
of motion, as a defense, counterclaim or otherwise, in any such Action (i) any claim that it is not subject to personal jurisdiction
in the aforesaid courts for any reason; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts; and (iii) any claim that (A) any of the aforesaid courts is an inconvenient
or inappropriate forum for such Action, (B) venue is not proper in any of the aforesaid courts and (C) this Agreement or the subject
matter hereof may not be enforced in or by any of the aforesaid courts. Each of the Parties agrees that mailing of process or other
papers in connection with any such Action in the manner provided in Section J or any other manner as may be permitted by law shall
be valid and sufficient service thereof.


 


3.     
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVER IN THIS SECTION (M)(3),
(II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY
AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS
HEREIN.


 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.



 






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N.     
REPRESENTATIONS AND WARRANTIES.Each party hereto hereby represents and warrants to the other as follows:
(i) each party hereto has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby, (ii) the execution and delivery of this Agreement and the consummation by such party of the transactions contemplated hereby
have been duly authorized by all necessary action on the part of such party, (iii) this Agreement has been duly and validly executed
and delivered by such party and constitutes the valid and binding obligation of such party, enforceable against such party in accordance
with its terms and (iv) the execution and delivery of this Agreement and the consummation by such party of the transactions contemplated
hereby does not and will not (a) require the consent of or registration with, any court, federal state, local or foreign governmental
or regulatory body, or (b) constitute a default (with or without notice or lapse of time, or both) under or conflict with any contract,
agreement or order to which such party is a party or by which such party or any of its properties or assets is subject or bound.


 


[Signature Page
Follows]


 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.



 






    -10-


    


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year
first written above.


 





	ADMA BioManufacturing, LLC.

                            

                           By: /s/ Adam Grossman

                           Name: Adam Grossman

                           Title: President & CEO

                           Date: June 6, 2017
	 



 


[Signature
Page to Normal Source Plasma Supply Agreement]


 


_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.



 






    


    


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year
first written above.


 





	Biotest Pharmaceutical Corporation

                            

                           By: /s/ Ileana Carlisle

                           Name: Ileana Carlisle

                           Title: Chief Executive Officer

                           Date: June 6, 2017
	 



 


[Signature
Page to Normal Source Plasma Supply Agreement]


 



_________________


*
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such
confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.