Attached files
| file | filename |
|---|---|
| 10-K - THE 2009 ANNUAL 10-K REPORT - HENRY SCHEIN INC | the10k_2009.htm |
| EX-31.2 - EXHIBIT 31.2 - HENRY SCHEIN INC | exhibit31_2.htm |
| EX-31.1 - EXHIBIT 31.1 - HENRY SCHEIN INC | exhibit31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - HENRY SCHEIN INC | exhibit32_1.htm |
| EX-21.1 - EXHIBIT 21.1 - HENRY SCHEIN INC | exhibit21_1.htm |
| EX-23.1 - EXHIBIT 23.1 - HENRY SCHEIN INC | exhibit23_1.htm |
| EX-10.21 - EXHIBIT 10.21 - HENRY SCHEIN INC | exhibit10_21.htm |
Portions of this agreement have been
omitted and separately filed with the SEC with a request for confidential
treatment. The location of those omissions have been noted
by [**].
EXHIBIT
10.27
AMENDMENT
TO DISTRIBUTION AGREEMENT
This
Amendment (this “Amendment”) is entered into as of February 9, 2010, by and
between ID Biomedical Corporation (“IDB”) and Henry Schein, Inc.
(“HSI”).
HSI and
IDB have entered into a certain Distribution Agreement for Fluviral influenza
vaccine as of December 2, 2004 and have entered into certain amendments to that
agreement from time to time (as amended, the “Agreement”). In
December 2005, IDB became a wholly owned subsidiary of GlaxoSmithKline Inc., a
wholly owned subsidiary of GlaxoSmithKline plc and an affiliate of
GlaxoSmithkline LLC d/b/a GlaxoSmithKline (“GSK”). As a result of
discussions between the parties in light of this fact, HSI and IDB desire to
make certain amendments to the Agreement as set forth herein.
NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and upon the terms and subject to conditions set forth below, HSI and
IDB, intending to be legally bound hereby, agree to amend the Agreement as
follows:
1. Definitions. All
capitalized terms used in this Amendment without definition shall have the
meanings set forth in the Agreement.
2. Minimum
Quantity. The text under the heading “Total Minimum Quantity
per Flu Season” of Paragraph 1 of Schedule 1 of the Agreement is hereby amended
and restated to read in full as follows:
“Subject
to Sections 3.2 and 3.9 of the Agreement, the Minimum Quantity per Flu Season to
be supplied by IDB and purchased by HSI shall be the lesser of (i) [**] ([**])
doses of Product (“Minimum Doses”) or (ii) [**] percent ([**]%) (“Minimum
Percentage”) of Product that IDB ships to the Territory for sale or distribution
in the Territory for such Flu Season; provided, however, that
[**].”
3. Purchase
Price. Paragraph 2(A)(iii) of Schedule 1 is amended and
restated to read in full as follows:
“[**];”
4. Transfer
Price. The second sentence of Paragraph 2(B) of Schedule 1 is
amended and restated to read in full as follows:
“As used
in this Agreement, “Transfer Price” shall mean [**].”
5. Minimum
Purchase Price. The current Section 2(C) of Schedule 1 shall
remain in full force and effect to the extent it applies to the 2009/2010 Flu
Season (except as modified pursuant to Section 6 below) and all prior Flu
Seasons, and the following paragraph shall be added to Section 2 (C) as a new
paragraph and shall apply to the 2010/2011, 2011/2012, and 2012/2013 Flu
Seasons:
[**] -
Confidential or proprietary information redacted.
“[**].”
6. Purchase
Price for 2009/2010 Flu Season. [**].
7. Effect of
Amendment. Except as expressly modified by this Amendment, the
terms and provisions of the Agreement shall remain in full force and
effect. In the event of any conflict between the terms of this
Amendment and the terms of the Agreement, the terms of this Amendment shall
control.
8. Miscellaneous. Each
Party agrees to execute, acknowledge and deliver such further instruments, and
to do all such other acts, as may be reasonably necessary or appropriate in
order to carry out the purposes and intent of this Amendment.
9. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, each Party has caused this Amendment to the Agreement to be
executed on its behalf by its duly authorized officer as of the date first above
written.
|
ID
Biomedical Corporation
|
Henry
Schein, Inc.
|
|
By: /s/ Paul
Pinsonnault
|
By: /s/ Mark E.
Mlotek
|
|
Name: Paul
Pinsonnault
|
Name: Mark
E. Mlotek
|
|
Title: Senior
Counsel & Secretary
|
Title: EVP,
Corporate Business Development
|