DISTRIBUTION SERVICES AGREEMENT
This Seventh Amendment
to the Distribution Services Agreement (this “Amendment”) is made and entered into as of December 3, 2014 (the “Amendment
Effective Date”), by and between DYAX CORP. (“Dyax”) and ASD Specialty Healthcare, Inc. (“ASD”).
WHEREAS, Dyax and ASD entered
into that certain Distribution Services Agreement, dated November 19, 2009, as amended (the “Agreement”), pursuant
to which ASD provides distribution services to Dyax in connection with the product Kalbitor®; and
WHEREAS, pursuant to
and in accordance with Section 15.5 of the Agreement, the parties desire to amend the Agreement to implement certain changes
to the terms and conditions of the Agreement, as described below.
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Any capitalized terms that are used
in this Amendment but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
“Wholesale Customers” The parties
agree that Section 1.12 of the Agreement shall be deleted in its entirety and replaced with the following language:
|1.12||“Wholesale Customers” shall mean hospital, institutional and other pharmacies that purchase Product for
their own account for later resale or dispense to Patients. For the purpose of this Agreement “Wholesale Customer”
shall also include physicians who purchase Product on a “buy and bill” basis. For the avoidance of doubt, “Wholesale
Customers” shall not include distributors, other wholesalers or specialty pharmacies, except that ASD may sell Product to
specialty pharmacies if approved in writing by Dyax.|
Except as expressly amended the Agreement,
as originally executed remains in full force and effect. It is agreed by the parties that all references to the Agreement hereafter
made by them in any document or instrument delivered pursuant to or in connection with the Agreement shall be deemed to refer to
the Agreement as amended hereby.
This Amendment and the Agreement
embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede
all prior agreements and understandings relating to the subject matter.
This Amendment may be executed in
multiple counterparts, each of which will be considered an original, but which together will constitute one and the same document.
IN WITNESS WHEREOF, the
parties hereto have caused this Fifth Amendment to be executed by their duly authorized officers or representatives as of the Amendment
|ASD Specialty healthcare, inc.
||Chief Operating Officer ASD Healthcare