Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Advanced BioHealing Incds1a.htm
EX-3.6 - FORM OF AMENDED AND RESTATED BYLAWS - Advanced BioHealing Incdex36.htm
EX-4.6 - WARRANT - Advanced BioHealing Incdex46.htm
EX-3.4 - FORM OF FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Advanced BioHealing Incdex34.htm
EX-4.9 - AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT - Advanced BioHealing Incdex49.htm
EX-10.4 - EMPLOYEE STOCK PURCHASE PLAN - Advanced BioHealing Incdex104.htm
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP - Advanced BioHealing Incdex231.htm
EX-10.1 - FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT - Advanced BioHealing Incdex101.htm
EX-10.5 - NON-EMPLOYEE DIRECTOR COMPENSATION POLICY - Advanced BioHealing Incdex105.htm
EX-10.3 - EQUITY INCENTIVE AWARD PLAN - Advanced BioHealing Incdex103.htm
EX-10.22 - FORM OF EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT - Advanced BioHealing Incdex1022.htm
EX-10.24 - SUPPLY AGREEMENT - Advanced BioHealing Incdex1024.htm
EX-10.20 - AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT - Advanced BioHealing Incdex1020.htm
EX-10.27 - AMENDMENT #3 TO ETHICON-ADVANCED BIOHEALING SUPPLY AGREEMENT - Advanced BioHealing Incdex1027.htm
EX-10.23 - OFFICE LEASE - Advanced BioHealing Incdex1023.htm
EX-10.28 - PATENT LICENSE AGREEMENT - Advanced BioHealing Incdex1028.htm
EX-10.19 - FLEXTRONICS MANUFACTURING SERVICES AGREEMENT - Advanced BioHealing Incdex1019.htm
EX-10.21 - EMPLOYMENT AGREEMENT - Advanced BioHealing Incdex1021.htm
EX-10.25 - AMENDMENT #1 TO ETHICON-ADVANCED BIOHEALING SUPPLY AGREEMENT - Advanced BioHealing Incdex1025.htm

Exhibit 10.26

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

AMENDMENT #2 TO ETHICON-ADVANCED BIOHEALING SUPPLY AGREEMENT

The Ethicon-Advanced BioHealing Supply Agreement between Ethicon, Inc., a New Jersey corporation (acting by and through its Ethicon Products Worldwide Division) (“Ethicon”) and Advanced BioHealing, Inc. (the “Advanced BioHealing”) effective as of November 9, 2006, as amended, supplemented or modified from time to time (the “Agreement”), is hereby amended as provided below. All defined terms used but not defined in this amendment have the meaning given those terms in the Agreement.

The parties agree as follows:

1. Amendment of Paragraph 4 of the Agreement.

Paragraph 4 Price is hereby deleted in its entirety and replaced with the following:

Effective [***], and ending [***], the price for Mesh shall be $[***] per box.

2. Performance Rebate

Advanced BioHealing is entitled to a rebate of [***]% of its Net Purchases from [***], through [***] if, in such [***] period its Net Purchases exceeds $[***].

Advanced BioHealing is entitled to a rebate of [***]% of its Net Purchases from [***], through [***] if, in such [***] period its Net Purchases exceeds the Net Purchases during the prior [***] period.

For purposes of this Agreement, Net Purchases means the [***] of [***] Mesh [***] minus any [***] or [***] and excluding [***].

Ethicon shall pay Advanced BioHealing any rebate due for a given period no later than [***] days after the end of that period.

If the Agreement is terminated for any reason prior the end of a rebate measurement period, Advanced BioHealing shall earn no rebates on purchases during the period in which the Agreement was terminated.

The Company shall pay the Customer any Rebate due for a given period no later than [***] days after the end of that period.

This rebate terminates and supersedes any prior rebate program

 

*** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.

Confidential treatment has been requested with respect to the omitted portions.


3. Effect of Amendment This amendment is effective as of February 1, 2009. Except as modified by this amendment, the Agreement remains in effect. This amendment is to be construed as part of the Agreement.

4. Date of Amendment. This amendment is dated as of the date this amendment is signed by the second of the two parties to sign this amendment (as indicated by the dates written under each party’s signature to this amendment). This amendment will be void unless Advanced BioHealing returns this amendment bearing its signature to Ethicon by July 31, 2009.

 

ETHICON, INC.   ADVANCED BIOHEALING, INC.
By:   /s/ Claudio Vilas   By:   /s/ Kathy McGee
Name: Claudio Vilas   Name: Kathy McGee
Title: Director, Nat’l Accounts Distribution   Title: VP, General Manager
Date: July 30, 2009   Date: July 14, 2009