exv4w32



 




EXHIBIT 4.32



Confidential treatment has been requested for certain portions of
this exhibit. The copy filed herewith omits the information subject
to the confidential treatment request. Omissions are designated as
“[*****]” or “*****”. A complete
version of this exhibit has been filed separately with the Commission
pursuant to an application for confidential treatment under
Rule 24b-2 promulgated under the Securities Exchange Act of
1934, as amended.


Modification 0004




ACAMBIS SUBCONTRACT MODIFICATION 0004



Subcontract No.: 200-2002-00010(BXTR)


Modification No.: 0004


Effective Date: December 20, 2002



	 	 	 	 	 
	Subcontractors:	 	
Baxter Healthcare SA

Hertistrasse 2

CH-8304 Wallisellen, Switzerland
	 	Baxter Healthcare Corporation

One Baxter Parkway

Deerfield, IL 60015




Description of Modification:





	 	 	 	Revises H.26 Provision for Services to Be Provided by Baxter Healthcare
SA in support of the development of ACAM2000 manufacturing processes and
subsequent manufacturing efforts.



Authority for, and type of, modification: Bilateral Supplemental Agreement



Total Change to Subcontract value: $0.00 (No Change)



Changes to Subcontract:





	 	 	 	See attached Pages 2 and 3.




RELEASE OF CLAIMS



In consideration of the modifications made above, this Modification is in full
settlement of any right the Subcontractors may have to any equitable
adjustment(s) as the result of the changes made herein. Except to the extent
modified herein, the subcontract terms and conditions remain unchanged. This
supplemental agreement constitutes the full agreement of the parties and
supercedes any prior agreements with respect to the changes made herein.




	 	 	 	 	 
	For: ACAMBIS, INC	 	
For:
	 	BAXTER
HEALTHCARE S.A. and

BAXTER HEALTHCARE CORPORATION




	 	 	 
	[ **** ]	 	
[ **** ]
	 	 	 
	Execution Date December 20, 2002	 	
Execution Date December 20, 2002



 







 





Modification 0004




Section B



Delete Item 0007.



Substitute:



0007- AdditionalServices (See Provision H.26)




	 	 	 	 	 	 	 	 
	0007AA-	 	
Services in Support of Development

Of Manufacturing Process
	 	As Required
	[****]	 	[****]
	 	 	 	 	 	 	 	 
	0007AB-	 	
Services in Support of Manufacturing

Item 0001 Vaccine Kits
	 	As Required
	[****]	 	[****]
	 	 	 	 	 	 	 	 
	0007 AC	 	
Services in support of Manufacturing

Item 0002 Vaccine Kits
	 	As Required
	[****]	 	[****]




Section C



Add:



Item 0007—Services in Support of Development of Manufacturing Process and
Manufacturing, as described in Provision H.26




Section F



Add:




	 	 	 	 	 	 	 
	0007AA	 	
Additional Services
to Develop
Manufacturing Process
	 	As Required
	 	[ **** ]
	 	 	 	 	 	 	 
	0007AB	 	
Services in Support
of Manufacturing
	 	As Required
	 	Until Government
Acceptance of Item
0001 Vaccine Kits
Ordered
	 	 	 	 	 	 	 
	0007 AC	 	
Services in Support
of Manufacturing
	 	As Required
	 	Until Government
Acceptance of Item
0002 Vaccine Kits
Ordered



2







 



Modification 0004




Section H



     Delete H.26.



Substitute:




H.26 PAYMENT FOR ADDITIONAL SERVICES (ITEM 0007)



Contractor shall pay 1st Subcontractor:





	 	a.	 	[ **** ] for services provided in support of the development of
the ACAM2000 vaccine kit manufacturing process. The 1st Subcontractor
may invoice for such services upon completion of such efforts ([ ****
] ). Payment for Item 0007AA services performed shall be due and
payable within thirty (30) days after receipt of a proper invoice or on
March 31, 2003, whichever is later, without regard to whether the
Contractor has received payment from the US Government for any vaccine
kits manufactured under this subcontract. (Item 0007AA)
	 
	 	b.	 	[ **** ] for services rendered to assist in the manufacture of
Item 0001 kitted vaccine. The 1st Subcontractor may invoice the
Contractor for such services upon the delivery and Government
acceptance of the last of the initial 1.55 million vaccine kits ordered
under Item 0001 of this subcontract (completion and Government
acceptance of the 155 million dose order). Such invoice shall be
payable by the Contractor within thirty (30) days after receipt of a
proper invoice or Contractor receipt of final payment from the US
Government for the last of the 1.55 million vaccine kits delivered and
accepted, whichever is later. (Item 0007AB)
	 
	 	c.	 	[ **** ] for kitted smallpox vaccine ordered under Section B,
Item 0002 of this subcontract. The 1st Subcontractor shall submit an
invoice for additional services under ITEM 0007AC at the same time
invoices are submitted for completed kits delivered under ITEM 0002.
Payment for ITEM 0007AC shall be due at the same time payment is due
for kitted vaccine under ITEM 0002. (Item 0007AC)
	 
	 	d.	 	The additional services contemplated by this provision include:
reasonable technical and consulting assistance and services regarding
export/import assistance, technical and quality issues, and assistance
concerning Contractor’s Security Plan with respect to facilities and
vaccine transportation security after purification at Contractor’s
facilities.





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