Exhibit 10.29.3


 


FURTHER AMENDING AGREEMENT


 


THIS FURTHER AMENDING AGREEMENT is effective as of April 1,
2006 (“Effective Date”) and is made


 


BETWEEN:


AND AMONGST:


 


HÉMA-QUÉBEC


4045 Côte-Vertu Blvd.


Saint-Laurent, Quebec H4R 2W7


CANADA


 


(hereinafter referred to as “HQ”)


 


HQ


AND


 


TALECRIS BIOTHERAPEUTICS, INC.


(F/K/A NPS BIOTHERAPEUTICS, Inc.)


P.O. Box 13887


79 TW Alexander Drive


4101 Research Commons


Research Triangle Park


Raleigh, NC 27709


USA


 


(hereinafter referred to as “Talecris US”)


 


AND


 


TALECRIS BIOTHERAPEUTICS LTD


5800 Explorer Drive, Suite 310


Mississauga, ON        L4W 5K9


CANADA


 


(hereinafter referred to as “Talecris Canada”)


 


(the above collectively referred to as the “Parties”)


 


 


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WHEREAS:


 


1)                          Bayer
Inc. (“Bayer Canada”), Bayer HealthCare LLC (“Bayer US”) and HQ were parties to
a Purchase Agreement for Fractionation Services and Commercial Products dated
as of April 1, 2003, which included Recombinant Hemophilia Products;


 


2)                          Bayer
Canada, Bayer US and HQ have amended the above-mentioned Purchase Agreement to
split it into two (2) agreements: one with respect to Recombinant Hemophilia
Products (the “RHP Agreement”) and one with respect to the Fractionation
Services and Commercial Products other than Recombinant Hemophilia Products
(the “Main Agreement”);


 


3)                          Bayer
US and Talecris US entered into a certain Amended and Restated Joint
Contribution Agreement, dated as of March 30, 2005, pursuant to which Talecris
acquired Bayer’s plasma business;


 


4)                          Bayer
US wished to terminate its ongoing rights and obligations under the Main
Agreement relating to activities after the effective date of April 1, 2005, and
Bayer Canada, Bayer US, Talecris and HQ wished to amend and restate the Main
Agreement to reflect Talecris’ acquisition of Bayer US’ manufacturing
fractionation facility in Clayton, North Carolina and assumption of Bayer’s
rights and obligations pursuant to the Main Agreement, all as documented by the
Assignment and Second Amended and Restated Purchase Agreement for Fractionated
Services and Commercial Products effective April 1, 2005 (the “Restated
Agreement”);


 


5)                          Bayer
Canada, Bayer LLC (herein “Bayer US”), and HQ entered into a B19 Supplemental
Services Agreement (the “SSA”) effective April 1, 2005. Bayer US’ rights and
obligations were subsequently assigned to, and assumed by, Talecris by the
Assignment Agreement (the “Assignment Agreement”) also effective April 1, 2005;


 


6)                          Pursuant
to a Further Assignment and Extension Agreement effective as of even date
herewith (the Further Assignment Agreement”), Bayer Canada assigned its rights
and obligations under the Restated Agreement, under the SSA, and under the
Assignment Agreement to Talecris Canada, and Talecris Canada agreed to assume
all such rights and obligations.


 


 


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NOW THEREFORE this Further Amending Agreement witnesseth that, in
consideration of the premises, covenants and agreements set out herein the
Parties hereto agree as follows:


 


1.0                               ENTIRE
AGREEMENT


 


The Parties acknowledge that the Main
Agreement, the SSA, the Assignment Agreement, the Restated Agreement, and the
Further Assignment Agreement incorporated by reference herein and this Further
Amending Agreement cumulatively represent the entire agreement between and
among the Parties (the “Entire Agreement”) relating to the subject matter
hereof.


 


2.0                               CHANGES


 


2.1                               Prior
to the first deliveries of IGIVnex to HQ, Talecris will provide to HQ
quantities of Gamunex, in lieu of delayed deliveries of IGIVnex (the “Replacement
Volume”) at prices HQ would have paid for contract fractionated Gamunex IGIV
product up until May 15th, 2006. After August lst, 2006, volumes of IGIVnex
equivalent to the Replacement Volume will be delivered and billed to HQ at
Gamunex commercial IGIV prices.


 


3.0                               REPRESENTATIONS
AND WARRANTIES


 


3.1                               Representations
and Warranties of Talecris Canada


 


Talecris Canada represents and warrants that
at the time of entering into this Further Amending Agreement:


 


(a)                                  It
is duly organized, validly existing and is in good standing under the laws of
Canada, is qualified to do business in, and is in good standing in each
jurisdiction in which the performance of its obligations hereunder requires
such qualification (except where such failure to qualify would not have a
material adverse effect) and has all requisite power and authority, corporate
or otherwise, to conduct its business as now being conducted, to own, lease and
operate its properties and to execute, deliver and perform the Entire
Agreement;


 


(b)                                 The
execution, delivery and performance by it of this Further Amending Agreement
have been duly authorized by all necessary corporate or other legal action and
do not and will not:


 


i.                                          require
any consent or approval of its shareholders or members as the case may be;


 


ii.                                       violate
any provision of any law, rule, regulation, order, writ, judgment, injunction
decree, determination or award presently in effect having applicability to it
and known to it or any provision of its charter documents; or


 


iii.                                    result
in a breach of or constitute a default under any material agreement, mortgage,
lease, license, permit or other instrument or obligation to which it is a party
or by which it or its properties may be bound or affected;


 


 


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(c)                                  The
Entire Agreement is a legal, valid and binding obligation of it enforceable
against it in accordance with its terms;


 


(d)                                 It
is not under any obligation to any person, or entity, contractual or otherwise,
that is conflicting or inconsistent in any respect with the terms of the Entire
Agreement or that would impede the diligent and complete fulfillment of its
obligations;


 


(e)                                  It
has good and marketable title to or valid leases or licenses for all its properties,
rights and assets necessary for the completion of its responsibilities under
the Entire Agreement, subject only to the claim of any relevant lessor or
licensor; and


 


(f)                                    There
are no legal or arbitral proceedings, or any proceedings by or before any
governmental or regulatory authority or agency, now pending or (to its
knowledge) threatened against it that, if adversely determined could (either
individually or in the aggregate) have a material adverse effect on its ability
to perform its obligations under the Entire Agreement.


 


3.2                               Representations
and Warranties of Talecris US


 


Talecris US represents and warrants that at
the time of entering into this Further Amending Agreement:


 


(a)                                  It
is duly organized, validly existing and is in good standing under the laws of
Delaware, is qualified to do business in, and is in good standing in each
jurisdiction in which the performance of its obligations hereunder requires
such qualification (except where such failure to qualify would not have a
material adverse effect) and has all requisite power and authority, corporate
or otherwise, to conduct its business as now being conducted, to own, lease and
operate its properties and to execute, deliver and perform the Entire
Agreement;


 


(b)                                 The
execution, delivery and performance by it of this Further Amending Agreement
have been duly authorized by all necessary corporate or other legal action and
do not and will not:


 


i.              require
any consent or approval of its shareholders or members as the case may be;


 


ii.             violate
any provision of any law, rule, regulation, order, writ, judgment, injunction
decree, determination or award presently in effect having applicability to it
and known to it or any provision of its charter documents; or


 


iii.            result in
a breach of or constitute a default under any material agreement, mortgage,
lease, license, permit or other instrument or obligation to which it is a party
or by which it or its properties may be bound or affected;


 


(c)                                  The
Entire Agreement is a legal, valid and binding obligation of it enforceable
against it in accordance with its terms;


 


(d)                                 It
is not under any obligation to any person, or entity, contractual or otherwise,
that is conflicting or inconsistent in any respect with the terms of the Entire
Agreement or that would impede the diligent and complete fulfillment of its
obligations;


 


 


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(e)                                  It
has good and marketable title to or valid leases or licenses for all its
properties, rights and assets necessary for the completion of its
responsibilities under the Entire Agreement, subject only to the claim of any
relevant lessor or licensor; and


 


(f)                                    There
are no legal or arbitral proceedings, or any proceedings by or before any
governmental or regulatory authority or agency, now pending or (to its
knowledge) threatened against it that, if adversely determined could (either
individually or in the aggregate) have a material adverse effect on its ability
to perform its obligations under the Entire Agreement.


 


3.3                               Survival
of Representations and Warranties


 


All representations, warranties, covenants and indemnities made herein
or in any document delivered pursuant hereto or incorporated by reference
herein, whether expressed or implied by law or otherwise, shall survive
inspection and acceptance thereof and payment thereof and shall enure to the
benefit of the Parties notwithstanding the termination or expiration of this
Further Amending Agreement.


 


4.0                               GENERAL


 


4.1                               Further
Assurances


 


Each of the Parties shall execute and deliver all such further
documents and do such other things as the other party may reasonably request to
give full effect to this Further Amending Agreement.


 


4.2                               Successors
and Assigns


 


This Further Amending Agreement shall enure to the benefit of and shall
be binding upon the Parties hereto and their respective successors and assigns.


 


4.3                               Governing
Law


 


This Further Amending Agreement shall be construed and enforced in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.


 


4.4                               Counterparts


 


This Further Amending Agreement may be executed in several counterparts
which, together, shall constitute one and the same agreement.


 


 


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5.0                               ALL
OTHER TERMS AND CONDITIONS TO REMAIN


 


(a)                                  Except
as amended in writing by the Parties, the defined terms contained herein shall
have the same meaning as ascribed to them in the Main Agreement, the Restated
Agreement, the SSA, the Assignment Agreement and the Further Assignment
Agreement.


 


(b)                                 All
other covenants, terms and conditions contained in the Main Agreement, the
Restated Agreement, the SSA, the Assignment Agreement and the Further
Assignment Agreement, shall, unless otherwise specifically amended, apply to
the matters contemplated herein and shall continue in full force and effect for
the Extended Term.


 


IN WITNESS WHEREOF the Parties have caused this
Further Amending Agreement to be executed by their duly authorized officers, as
of the date first written above.


 


 


	
  HÉMA-QUÉBEC

  	
   

  	
  TALECRIS BIOTHERAPEUTICS, INC

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Francine Décary

  	
   

  	
   

  	
  BY:

  	
  /s/ Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME:

  	
  Francine Décary

  	
   

  	
   

  	
  NAME:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Chief Executive Officer

  	
   

  	
   

  	
  TITLE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
  21-03-2006

  	
   

  	
   

  	
  DATE:

  	
  03/22/06

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TALECRIS BIOTHERAPEUTICS LTD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /s/ Alberto Martinez

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME:

  	
  Alberto Martinez

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITLE:

  	
  President - CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DATE:

  	
  03/22/06

  	
   

  
												



 


 


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