Exhibit
10.22


 


SECOND
AMENDMENT 


TO THE



EXCLUSIVE
MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENT


 


This Second
Amendment to the Exclusive Manufacturing, Supply and Distribution Agreement dated
August 23rd, 2010 as amended on September 6th, 2012 by and between Baxter Healthcare Corporation having
a place of business at One Baxter Way, Westlake Village, California 91361 (hereinafter “Baxter”) and
Kamada Ltd., having a place of business at Science Park, Kiryat Weizmann, 7 Sapir St., Ness-Ziona, 74036, Israel (hereinafter
“Kamada”) (the "Agreement") is entered into as of this 14th day of May, 2013 (the
"Effective Date"). Baxter and Kamada shall collectively be referred to as the
“Parties”.


 


RECITALS


 


WHEREAS, the Parties desire to enter into
a second amendment to the Agreement in order to amend the Minimum Purchase Levels and the 3rd Milestone as set under
the Agreement, as elaborated hereunder (hereinafter the "Second Amendment").


 


Now
therefore, it is hereby agreed as follows:


 


		1.	Section 4.5 of the Agreement shall be replaced with the
following paragraph:



 


4.5
Post-2016 Forecasting. Baxter shall notify Kamada in writing, no later than [*****] with respect to its expectations for
the continued supply of Product by Kamada, for calendar years 2017 and beyond.


 


		2.	Section 6.4(a) of the Agreement shall be replaced with
the following paragraph:



 


		6.4	Minimum Purchase Levels.







(a)      During
each calendar year following the Effective Date (each a “Minimum
Period”), for a period terminating on December 31, 2016 (the “Minimums Term”), Baxter
shall be obligated to purchase minimum volumes (the “Minimum Purchase Levels”) of the Product as follows:  


	
        Minimum Period

        (Calendar Year)
	 	Minimum Purchase Levels 

(50 mL vials)
	2010	 	[*****]
	2011	 	[*****]
	2012	 	[*****]
	2013	 	[*****]
	2014	 	[*****]
	2015	 	[*****]
	2016	 	[*****]


 








 



[*****] Confidential
portions of this document have been redacted and filed separately with the Securities and Exchange Commission.




 




    	Second Amendment to the Exclusive Manufacturing, Supply and Distribution Agreement	Page 1



    	 



    

 


		3.	In consideration of [*****] and for the [*****],
the Parties agree that the [*****] pursuant to the [*****] is hereby amended to [*****].



 


		4.	The term “Production Capacity” in Section 1.77 is hereby amended by extending the period
to include 2016, during which, Kamada shall allocate [*****] 50 mL vials of Product per month for delivery to Baxter.



 


		5.	All provisions of the Agreement which are not expressly
amended by the terms of this Second Amendment shall remain in effect and without change.



 


IN WITNESS WHEREOF, the Parties have caused
this Second Amendment to be executed by their duly authorized representatives.


  


	BAXTER HEALTHCARE

 CORPORATION	 	KAMADA LTD.
	 	 	 	 	 
	By:	/s/ Ludwig Hantson	 	By:	/s/ David Tsur
	Name:	Ludwig Hantson	 	Name:	David Tsur
	Title:	 	 	Title:	Chief Executive Officer
	Date:	 	 	Date:	14/5/13
	 	 	 	 	 
	 	 	 	By:	/s/ Gil Efron
	 	 	 	Name:	Gil Efron
	 	 	 	Title:	Chief Financial Officer
	 	 	 	Date:	14/5/13 


 








 



[*****] Confidential portions
of this document have been redacted and filed separately with the Securities and Exchange Commission.



    	Second Amendment to the Exclusive Manufacturing, Supply and Distribution Agreement	Page 2