EXECUTED


 


TERMINATION
AGREEMENT


(MANUFACTURING,
SUPPLY AND LICENSE AGREEMENT


AND MASTER SERVICES AGREEMENT)


 


This
TERMINATION AGREEMENT (Manufacturing, Supply and License Agreement and Master Services Agreement), dated as of June 6, 2017
(this “Termination Agreement”), is made and entered into by and between ADMA Biologics, Inc., a Delaware
corporation (“ADMA”), and Biotest Pharmaceuticals Corporation, a Delaware corporation
(“BPC”). Each of ADMA and BPC are sometimes individually referred to herein as a
“Party”, and collectively as the “Parties”. Capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).


 


WHEREAS,
the Parties are party to (i) that certain Manufacturing, Supply and License Agreement, dated as of December 31, 2012 (as amended,
restated, supplemented or otherwise modified from time to time, the “Manufacturing Agreement”) and (ii) that
certain Master Services Agreement dated as of November 30, 2007, including all statements of work thereunder (as amended, restated,
supplemented or otherwise modified from time to time, the “Master Services Agreement”);


 


WHEREAS, ADMA,
ADMA BioManufacturing, LLC (“Buyer”), BPC, Biotest AG and Biotest US Corporation have entered into that certain
Master Purchase and Sale Agreement, dated as ofas of January 21, 2017 (as amended, restated, supplemented or otherwise modified
from time to time, the “Purchase Agreement”); and


 


WHEREAS,
pursuant to the terms and conditions of the Purchase Agreement, the Parties have also agreed to terminate the Manufacturing Agreement
and the Master Services Agreement, effective upon the Closing of the Transactions contemplated by the Purchase Agreement, and to
provide a mutual release in connection therewith.


 


NOW,
THEREFORE, in consideration of the matters set forth in the Recitals, the consideration set forth below and for other good and
valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


1.    
Termination of the Manufacturing Agreement and Master Services Agreement; Mutual Release.


 


		(a)	Subject to the occurrence of the Closing, and effective as of the date
                                                               hereof and simultaneously with the Closing, (i) each of the Manufacturing Agreement and the Master Services Agreement is
                                                               hereby terminated in full and is of no further force, effect or applicability, and all of the respective rights, benefits,
                                                               liabilities and obligations (including, without limitation, any fees and expenses payable under the Manufacturing Agreement
                                                               and the Master Services Agreement)
of the Parties under each of the Manufacturing Agreement and Master Services Agreement shall be immediately and automatically terminated
and cancelled and of no further force and effect, and (ii) subject to clause 1(b) below, each Party hereby, on behalf of itself
and its respective Affiliates, successors and assigns, forever releases, waives and discharges the other Party of and from any
and all claims, counterclaims, liabilities, charges, demands, actions or causes of action, known or unknown, relating to the Manufacturing
Agreement and the Master Services Agreement. The Parties hereby waive any notice or other requirements in the Manufacturing Agreement
and the Master Services Agreement relating to the termination of such Manufacturing Agreement and Master Services Agreement.



 






    


    


    

 


		(b)	Notwithstanding the generality of the foregoing or anything to the contrary
herein or in the Manufacturing Agreement, the Master Services Agreement or the Purchase Agreement, the Parties acknowledge and
agree that (i) this Termination Agreement is intended to implement the provisions of the Purchase Agreement and shall not constitute
a waiver of or be construed to enhance, extend, prejudice or limit any of the rights, remedies, obligations or defenses of any
of the parties under the Purchase Agreement or their respective Subsidiaries or Affiliates with respect to any matters under the
Purchase Agreement or the Commercial Agreements or the Equity Documents or Other Agreements ancillary thereto, each of which is
hereby expressly reserved and retained in all respects, and (ii) no provision of this Termination Agreement shall in any way modify
the provisions(including, without limitation, the representations, warranties, covenants, agreements, conditions, or any of
the other obligations and indemnifications of the parties to the Purchase Agreement) set forth in the Purchase Agreement or the
Commercial Agreements or the Equity Documents or Other Agreements ancillary thereto.



 


2.     Representations
and Warranties.EachPartyhereby represents and warrants to the other Party that (a) the execution, delivery
and performance by such Party of this Termination Agreement and the consummation by such Party of the
transactions contemplated hereby are within such Party’s corporate powers and have been duly authorized by all
necessary corporate action on the part of such Party, (b) this Termination Agreement, assuming due authorization, execution
and delivery by the other Party, constitutes a valid and binding agreement of such Party enforceable against such Party in
accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other laws affecting creditors’ rights generally and general principles of equity) and (c) the execution, delivery and
performance of this Termination Agreement by such Party will not (i) conflict with or result in any material breach of any
terms or provisions of, or constitute a material default under, any material contract, agreement or instrument to which such
Party is a party or by which such Party is bound or (ii) require any filing with, giving notice to, or the obtaining of any
authorization, consent or approval of, any other person or entity.


 






    


    


    

 


3.    
Counterparts.This Termination Agreement may be executed in multiple counterparts and by the Parties on separate
counterparts which, taken together, shall constitute one binding agreement. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile or e-mail pdf. shall be as effective as delivery of a manually executed counterpart of the
Agreement.


 


4.    
Entire Agreement.This Termination Agreement, the Purchase Agreement, the Commercial Agreements, the Equity Documents
and Other Agreements constitute the entire agreement among the parties hereto with respect to the subject matter of this Termination
Agreement. To the extent any provision of this Termination Agreement is inconsistent with the Purchase Agreement, the provisions
of the Purchase Agreement shall control.


 


5.    
Governing Law; Consent to Jurisdiction.This Termination Agreement shall be interpreted, construed and governed
exclusively by the laws of the State of Delaware. Any legal action, suit or proceeding arising out of or relating to this Termination
Agreement or the transactions contemplated hereby may only be instituted in the Delaware Court of Chancery and any state appellate
court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular
matter, any state or federal court within the State of Delaware), and each of the Parties hereto waives any objection which such
party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the
jurisdiction of any such court in any such action, suit or proceeding.


 


6.    
Amendment. No provision of this Termination Agreement may be changed, waived, discharged or discounted, except in
writing signed by the Parties hereto.


 


[Signature
page follows]


 






    


    


    

 


IN WITNESS
WHEREOF, the Parties hereto have executed this Termination Agreement as of the day and year first above written.


 





	 	ADMA
                           BIOLOGICS INC.


 


By: /s/ Adam
Grossman


Name:
Adam Grossman 


Title: President and Chief Executive
Officer





 


[Signature
Page to Termination Agreement]


 






    


    


    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Termination Agreement as of
the day and year first above written.


 





	 	BIOTEST
                           PHARMACEUTICALS CORPORATION

                            

                           By: /s/
                           Ileana Carlisle 


Name:
Ileana Carlisle 


Title: ChiefExecutive
Officer





 


[Signature Page
to Termination Agreement]