Attached files
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8-K - FORM 8-K - HENRY SCHEIN INC | y92678e8vk.htm |
Exhibit 1.1
AMENDMENT TO DISTRIBUTION AGREEMENT
This Amendment (this Amendment) is entered into as of September 14th, 2011, by
and between ID Biomedical Corporation of Quebec (IDB) and Henry Schein, Inc. (HSI).
HSI and ID Biomedical Corporation 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, ID Biomedical Corporation 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). Effective as of January 1,
2011, ID Biomedical Corporation merged with and into its wholly owned subsidiary, ID Biomedical
Corporation of Quebec, with ID Biomedical Corporation of Quebec being the surviving entity. As a
result of discussions between the parties, 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. Termination. Section 15, Term and Termination, is amended to replace in its entirety the
existing Section 15.7 with a new Section 15.7 to read in full as follows:
Notwithstanding anything herein to the contrary, in the event that the Parties have
not entered into a mutually agreeable amendment or new definitive agreement for the
2012/2013 Flu Season before September 1, 2011, then IDB shall have the right to
immediately terminate this agreement with regard to all Flu Seasons after the
2011/2012 Flu Season during the thirty (30) days following September 1, 2011, by
providing written notice to HSI.
3. 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.
4. 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.
5. 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 Patty 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 of Quebec | Henry Schein, Inc. | |||||||||
By: | /s/ Paul Pinsonnault | By: | /s/ Louis J. Ferraro | |||||||
Name: Paul Pinsonnault | Name: Louis J. Ferraro | |||||||||
Title: Senior Counsel & Secretary | Title: VP and General Manager, | |||||||||
BioTherapeutics |