exv4w27



 




Exhibit 4.27




Modification 0004



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 0001

TO THE

DISTRIBUTION, MANUFACTURING, AND LICENSE AGREEMENT

BETWEEN ACAMBIS RESEARCH AND BAXTER

DATED JANUARY 13, 2003

(the “Distribution Agreement”)




Modification No.: 0001




Effective Date: 13 May 2003




Description of Modification:





	 	(a)	 	Revises Provision 6.0, Title and Risk of Loss
	 
	 	(b)	 	Revises Attachment C, Sample Indemnification Template
Baxter shall use the revised Attachment C herein for all offers made
to Customers in the Territory on or after the date of this
Modification.




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 Parties may have to any equitable adjustment(s) as
a result of the changes made herein. Except to the extent modified herein, the
terms and conditions of the Distribution Agreement 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 RESEARCH

LIMITED	 	
For: BAXTER HEALTHCARE S.A. and
BAXTER HEALTHCARE CORPORATION
	 	 	 
	[****]	 	[****]
	[****]	 	[****]
	 	 	 
	Execution Date 13 May 2003	 	
Execution Date 12 May 2003




 







 





Article 6.0




Delete: Article 6.0




Substitute:





	6.0	 	 TITLE AND RISK OF LOSS
	 
	6.1	 	 Legal title to the vaccine product involved in the performance under this
Agreement shall pass for each Scenario outlined in Article 5 according to
this Article.
	 
	6.1.1 	 	Scenarios 1 and 2: Legal title to the Crude Bulk Vaccine shall pass from
Baxter to
Acambis Research upon shipment from ****** (EXW Incoterms 2000). Where
BHSA is the Seller of the Product, legal title to the released vaccine
shall vest in BHSA upon Baxter’s receipt of (1) the ******, and (2) the
****** both of which have been completed and signed by the Director of
Acambis Inc. Quality Assurance or his/her designee. Title to the
released vaccine that transfers under this provision 6.1.1 shall vest in
BHSA only to the extent that BHSA has a firm (signed) order from a
Customer in the Territory and Acambis Research has approved that order in
accordance with Provisions 3.1.4 and 3.1.5.
	 
	6.1.2	 	 Scenarios 3 and 4: Legal title to the vaccine shall be borne by BHSA
until Customer’s
receipt of Product. Where Acambis Research is the Seller, then legal
title to the vaccine shall vest in Acambis Research upon Acambis
Research’s receipt of the vaccine’s certificate of analysis.
	 
	6.1.3	 	 Scenario 5: Legal title to the vaccine shall be borne by Acambis
Research. Legal title to the released vaccine shall vest in BHSA upon
Baxter’s receipt of (1) the ******, and (2) the ******, both of which have
been completed and signed by the Director of Acambis Inc. Quality
Assurance or his/her designee. Title to the released vaccine that
transfers under this provision 6.1.3 shall vest only to the extent that
BHSA has a firm (signed) order from a Customer in the Territory and
Acambis Research has approved that order in accordance with Provisions
3.1.4 and 3.1.5.
	 
	6.2	 	 Legal title to the components (e.g., diluent, vaccinating needles, and
syringes) shall be borne by the Party who provided such components.
	 
	6.2.1 	 	Where BHSA is the Seller of the Product:
	 
	6.2.1.1 	 	Unencumbered legal title to diluent provided by Acambis Research shall
vest in BHSA upon Baxter’s receipt of (1) ******, and (2) the ******, both
of which have been completed and signed by the Director of Acambis Inc.
Quality Assurance or his/her designee. Title to the released diluent that
transfers under this provision 6.2.1.1 shall vest only to the extent that
BHSA has a firm (signed) order from a Customer in the Territory and
Acambis Research has approved that order in accordance with Provisions
3.1.4 and 3.1.5.
	 
	6.2.1.2 	 	Unencumbered legal title to the needles provided by Acambis Research
shall vest, for Scenarios 1, 2 and 5, in BHSA at the same time and in the
same quantities (at 1 needle per dose) as title in the vaccine transfers
to BHSA per paragraphs 6.1.1 and 6.1.3 above. For Scenario 3,
unencumbered title to the needles provided by Acambis Research shall vest
in BHSA upon shipment of the needles to BHSA or of Product to a Customer,
whichever is earlier. Title to the needles in Scenario 3 that transfers
under this provision 6.2.1.2 shall vest only to the extent that BHSA has a
firm (signed) order from a Customer



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	 	 	in the Territory and Acambis Research
has approved that order in accordance with Provisions 3.1.4 and 3.1.5.
	 
	6.2.1.3 	 	Unencumbered legal title to the syringe provided by Acambis Research
shall vest, for Scenarios 2 and 5, in BHSA upon shipment of the Product to
a Customer.
	 
	6.2.2 	 	Where Acambis Research is the Seller of the Product:
	 
	6.2.2.1 	 	Unencumbered legal title to the syringes provided by Baxter shall vest
in Acambis Research upon Acambis Research’s receipt of the completed and
signed vaccine certificate of analysis.
	 
	6.2.2.2 	 	Unencumbered legal title to the diluent provided by Baxter under
Scenario 3 shall vest in Acambis Research upon Acambis Research’s receipt
of the completed and signed diluent certificate of analysis.




ATTACHMENT C




Delete: Attachment C




Substitute:




ATTACHMENT C




SAMPLE INDEMNIFICATION TEMPLATE



(In this attachment C, “Purchaser” means the Customer, “Manufacturer” means
Acambis Inc., its parent company Acambis PLC, and any of its affiliates, and
“Seller” means BHSA)





	1.1 	 	The Purchaser shall indemnify the (i) Seller, (ii) Manufacturer and (iii)
all subcontractors or affiliated companies of Seller or Manufacturer that
are in any way involved in the manufacture, filling, labelling, storage or
distribution of the Product, as well as all officers, employees, directors
and principal officials of all the above entities, on demand, against each
loss, liability and/or cost (including litigation/settlement expenses and
attorneys’ fees and costs) that any of them incurs arising from any
alleged adverse reaction in a human being that directly or indirectly
arises out of exposure to or the handling and/or administration of the
Product or directly or indirectly arises out of the release of toxic
material into the environment, or the failure of the Product to confer
immunity against smallpox or to otherwise fail to function as intended;
including without limitation, each loss, liability and cost incurred by
any of them as a result of defending or settling a claim alleging such a
liability.
	 
	1.2 	 	In condition 1.1, “adverse reaction” means robust takes, bacterial
superinfection at the vaccination site, autoinoculation, accidental
inoculation, ocular vaccinia, myopericarditis or ischemic cardia events
temporally associated with vaccination, anaphylaxis, lymphadenitis, fever
and malaise, postvaccinal encephalitis, generalized vaccinia, vaccinia
necrosum, eczema vaccinatum, erythema multiforme, Stevens Johnson
syndrome, keloid formation at the vaccination site, fatality and any other
reaction that is not intended, independent of whether such reaction was
foreseeable or not, including, but not limited to any side effects arising
from the administration of the Product or any performance of the Product
in a manner not intended.



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	1.3 	 	The rights and obligations of the parties under this clause shall survive
the Agreement’s termination, expiration or completion. The Seller shall
notify the Purchaser as soon as
possible of any claim or action against, or any loss by, the Seller that
may be reasonably expected to involve indemnification under this clause.
Each party (other than Seller) subject to indemnification shall be deemed
to be a third-party beneficiary of this Agreement and shall have the right
to maintain suit in its own capacity and name to enforce such
indemnification.





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