Attached files

file filename
EX-10.5 - EXHIBIT 10.5 - ICT AMENDMENT 2 - Vericel Corpex105-amendment2ictagreeme.htm
EX-32.2 - EXHIBIT 32.2 Q3 2017 - CFO SOX CERTIFICATION - Vericel Corpex322q32017-cfosoxcertific.htm
EX-32.1 - EXHIBIT 32.1 Q3 2017 CEO SOX CERTIFICATION - Vericel Corpex321q32017-ceosoxcertific.htm
EX-31.2 - EXHIBIT 31.2 Q3 2017 CFO CERTIFICATION - Vericel Corpex312q32017cfocertification.htm
EX-31.1 - EXHIBIT 31.1 - Q3 2017 CEO CERTIFICATION - Vericel Corpex311q32017-ceocertificati.htm
EX-10.7 - EXHIBIT 10.7 - SIDE LETTER 2 - ICT - Vericel Corpex107-sidelettertoamendent.htm
EX-10.6 - EXHIBIT 10.6 - SIDE LETTER 1 - ICT - Vericel Corpex106-sidelettertoamendmen.htm
EX-10.4 - EXHIBIT 10.4 - ICT AMENDMENT 1 - Vericel Corpex104-amendment1ictagreeme.htm
10-Q - 10-Q - 9.30.17 - Vericel Corpvericel9301710q.htm


EXHIBIT 10.8


CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


FIRST AMENDMENT TO DISTRIBUTION AGREEMENT

This First Amendment to the Distribution Agreement ("Amendment") is between Vericel Corporation ("Vericel") and Orsini Pharmaceutical Services, Inc. (“Orsini"). This Amendment is effective as of August 10, 2017 ("Effective Date").

Whereas, Vericel and Orsini are parties to a Distribution Agreement dated May 15, 2017 (the "Distribution Agreement"), under which Vericel appointed Orsini as a specialty pharmacy distributor for Carticel® and MACI®;

Whereas, Vericel has discontinued the sale of Carticel and added an additional National Drug Code for MACI;

Whereas, the Parties now wish to update the Distribution Agreement to reflect these changes;

Therefore, the Parties agree to amend the Distribution Agreement as follows:

1.
Exhibit A. In order to remove Carticel and add an additional NDC for MACI (corresponding to an order of two cases per pack, with each case containing one implant), the Parties agree to delete and replace in its entirety the table “Products and Prices” with the following:

Product
NDC Number
List Price*
MACI
69866-1030-01
[***]
MACI
69866-1030-02
[***]


2.
No Other Changes. Except as provided in this Amendment, the terms and conditions of the Distribution Agreement will continue in full force.


IN WITNESS WHEREOF, the parties executed this First Amendment as of its Effective Date.


Vericel Corporation


By: /s/ Daniel Orlando
Name: Daniel Orlando
Title: Chief Operating Officer

Date: 11 August 2017
Orsini Pharmaceutical Services, Inc.


By: /s/ Michael Fieri
Name: Michael Fieri
Title: President and CEO

Date: 08.10.2017