EX-10.5



 EXHIBIT 10.5 
  

			
	Confidential	 	





 AMENDMENT No. 6 

TO 
 the AGREEMENT 

dated 21 December 2012 

between 
 LONZA SALES AG 

and 
 NEXVET BIOPHARMA PTY LTD 

Schedule 2 
 Stage 9 – *** 

Stage 10 – *** 
 Schedule 3 

Price and Payment 
  

  
 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 










			
	Confidential	 	





  

 THIS AMENDMENT is made the 4th day of September 2014 

BETWEEN 
  

	1.	LONZA SALES AG, of Muenchensteinerstrasse 38, Ch-4002 Basel, Switzerland (“Lonza”) and 

  

	2.	NEXVET BIOPHARMA PTY LTD, of 9 Meaden Street, Southbank, 3006, Victoria, Australia (“Customer”). 


WHEREAS 
  

	A.	Customer and Lonza entered into an agreement dated 21 December 2012 referring to NV-01, (the “Agreement”), under which Lonza is required to perform Services relating to the Cell line and Product
described. 

  

	B.	Customer would like Lonza to carry out additional activities under the Agreement. 

  

	C.	Lonza is prepared to perform the additional activities. 

 NOW THEREFORE it is agreed hereby by the parties to
amend the Agreement and perform additional services as follows: 









			
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	1.	Schedule 2 of the Agreement shall be amended to replace Stages 9 and 10 in their entirety with the following Stages. 


SCHEDULE 2 
 *** 

 
  
 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 









			
	Confidential	 	





  

 Schedule 3 of the Agreement shall be amended by the addition of the following provisions in
respect of the additional Stages contained in this Amendment No. 6: 
 SCHEDULE 3 

PRICE AND TERMS OF PAYMENT 
  

	1.	Price 

 In consideration for Lonza performing the Services as detailed in Schedule 2
Customer shall pay Lonza as follows: 
  

					
	 Stage
	  	Price (UK £ Sterling)	 
	 Stage 9 – ***
	  	£	*	** 
	 Stage 10 – ***
	  	£	*	** 

 Notes: 
  

	 	(1)	As described in Clause 4- “Delivery, Transportation of Product and Customer Tests” of the Agreement, additional costs and expenses incurred by Lonza in arranging insurance and transportation in order to ship
samples, Product, and Cell Line shall be charged to Customer in addition to the price. 

  

	2.	Payment 

 Payment by Customer of the Price for each Stage shall be made against
Lonza’s invoices as follows: 
  

	 	2.1	For Stage 9 

 £*** upon commencement. 

£*** upon issue of each interim report (i.e. 3, 6 months). 

£*** upon issue of the 9 month timepoint and the final report. 
  


	 	2.2	For Stage 10 

 £*** upon commencement. 

£*** upon issue of each interim report (i.e. 3, 6 and 12 months). 

£*** upon issue of each interim report (i.e. 9, 18 and 24 months). 

£*** upon issue of the final report. 
 3.
Save as herein provided all other terms and conditions of the Agreement shall remain in full force and effect. 
  

 
 *** Portions of this page have been
omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 









			
	Confidential	 	





  

 AS WITNESS WHEREOF the parties have caused this Amendment No. 6 to be executed by their representatives
thereunto duly authorised as of the day and year first written. 
  

									
	NEXVET BIOPHARMA PTY LTD	 		 	LONZA SALES AG
					
	Signature:	 		 		 	Signature:	 	
			
	/s/ Mark Heffernan	 		 	/s/ Marie Leblanc
					
	Printed Name:	 	Mark Heffernan	 		 	Printed Name:	 	Marie Leblanc
					
	Title:	 	Chief Executive Officer	 		 	Title:	 	 Associate Director
 Key Account
Management

					
		 		 		 	Signature:	 	
				
		 		 		 	/s/ Nadia Zieger
					
		 		 		 	Printed Name:	 	Nadia Zieger
		 		 		 	Title:	 	Senior Legal Counsel