UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of December 2023
Commission File Number 001-35948
Kamada Ltd.
(Translation of registrant’s name into English)
2 Holzman Street
Science Park, P.O. Box 4081
Rehovot 7670402
Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
This Form 6-K is being incorporated by reference
into the Registrant’s Form S-8 Registration Statements, File Nos. 333-192720, 333-207933, 333-215983, 333-222891, 333-233267 and
333-265866.
The following exhibit is attached:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 6, 2023 |
KAMADA LTD. |
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|
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By: |
/s/ Nir Livneh |
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Nir Livneh
Vice President General Counsel and
Corporate Secretary |
EXHIBIT INDEX
3
Exhibit 99.1
Kamada Announces its Largest Commercial Agreement;
A Strategic Engagement with Kedrion for U.S. Distribution of KEDRAB® including $180 Million of Revenues Over First Four Years
| ● | Largest Commercial Agreement in Kamada’s
History Becomes Effective in January 2024 and Includes $180 Million of Revenues to Kamada Over the First Four Years of the Eight Year
Term |
| ● | Financial Terms Reflect KEDRAB®’s Significant
U.S Market Share and Continued Growth Through the Eight Year Term |
| ● | Agreement Includes Potential Expansion of
Kedrion’s Distribution of KEDRAB in Additional Territories Beyond the U.S. |
| ● | Kamada to Host a Conference Call and Live
Webcast Today at 8:30 AM ET |
Rehovot, Israel, and Hoboken, NJ – December
6, 2023 – Kamada Ltd. (NASDAQ: KMDA; TASE: KMDA.TA), a commercial stage global biopharmaceutical company with a portfolio of
marketed products indicated for rare and serious conditions and a leader in the specialty plasma-derived field, today announced the execution
of a binding memorandum of understanding with Kedrion for the amendment and extension of the KEDRAB® U.S. distribution agreement between
the parties. Within the first four years of the eight-year term, which begins in January 2024, Kedrion will purchase minimum quantities
of KEDRAB with revenues to Kamada of approximately $180 million.
This agreement is the largest commercial agreement
secured by Kamada to date, and its financial terms reflect the significant U.S market share of KEDRAB and continued growth through the
eight-year term, as well as the potential expansion of KEDRAB distribution by Kedrion to other territories beyond the U.S. In addition,
the parties will collaborate to expand distribution of Kedrion products by Kamada in Israel.
“We are thrilled to secure this strategic
agreement with Kedrion as it represents our largest commercial agreement since Kamada’s inception,” said Amir London, CEO of Kamada.
“Based on Kedrion’s extensive market coverage and on-going success in marketing KEDRAB in the U.S., as well as the significant
market share growth achieved to date, we are confident that the continuation of this partnership maximizes the future growth and value
potential of this important product. Moreover, this agreement most effectively maximizes our U.S. business by allowing us to focus our
own internal sales efforts on the commercialization of our other specialized FDA-approved IgG products, primarily in transplant centers,
while Kedrion continues to promote KEDRAB in numerous hospitals and medical centers across the U.S.”
“We are excited about our extended partnership
with Kamada, a significant step in our commitment to hyperimmune therapies,” said Ugo Di Francesco, CEO of Kedrion Biopharma. “This
collaboration emphasizes Kedrion’s dedication to providing KEDRAB to U.S. patients, and we look forward to maximizing the success of the
product and exploring opportunities for further expansion, delivering essential medical solutions where they are needed most.”
During 2022,
Kamada generated approximately $16 million in revenues from sales of KEDRAB to Kedrion for distribution in the U.S. market. Kamada expects
a substantial increase in sales of the product to Kedrion for full-year 2023.
Conference Call
Kamada management will host an investment community
conference call today, December 6, 2023, at 8:30am Eastern Time to discuss this announcement and answer questions. Shareholders and other
interested parties may participate in the conference call by dialing 1-877-407-0792 (from within the U.S.), 1 809-406-247 (from Israel),
or 1 201-689-8263 (International) and entering the conference identification number: 13743014. The call will also be webcast live on
the Internet at: https://viavid.webcasts.com/starthere.jsp?ei=1647140&tp_key=4c9e223e0b
About KEDRAB®
KEDRAB® [Rabies Immune Globulin (Human)] is
a human rabies immune globulin (HRIG) indicated for passive, transient post-exposure prophylaxis (PEP) of rabies infection in persons
of all ages when given immediately after contact with a rabid or possibly rabid animal. KEDRAB should be administered concurrently
with a full course of rabies vaccine.
KEDRAB was approved by the FDA in August, 2017.
KEDRAB is supplied in single-dose vials containing 2 mL or 10 mL of ready-to-use solution
with a nominal potency of 150 IU/mL.
Important Safety Information:
| ● | Severe hypersensitivity reactions, including anaphylaxis, may occur with KEDRAB. IgA deficient patients
with antibodies against IgA are at greater risk. Have epinephrine available immediately to treat any acute severe hypersensitivity reactions. |
| ● | KEDRAB administration may interfere with the development of an immune response to live attenuated virus
vaccines. If feasible, delay immunization with measles vaccine for 4 months, and other live attenuated virus vaccines for 3 months, after
KEDRAB administration. |
| ● | A transient rise of the various passively transferred antibodies in the patient’s blood may result
in misleading positive results of serologic tests after KEDRAB administration. Passive transmission of antibodies to erythrocyte antigens,
e.g., A, B, and D, may interfere with serologic tests for red cell antibodies such as the antiglobulin test (Coombs’ test). |
| ● | KEDRAB is made from human plasma donors and may carry a risk of transmitting infectious agents, e.g.,
viruses, the variant Creutzfeld-Jacob disease (vCJD) agent and, theoretically, the Creutzfeldt-Jakob disease (CJD) agent. |
Please see KEDRAB full prescribing Information for
complete prescribing details. You are encouraged to report negative side effects of prescription drugs to the FDA. Visit www.fda.gov/medwatch,
or call 1-800-FDA-1088.
About Kamada
Kamada Ltd. (the “Company”) is a
commercial stage global biopharmaceutical company with a portfolio of marketed products indicated for rare and serious conditions and
a leader in the specialty plasma-derived field, focused on diseases of limited treatment alternatives. The Company is also advancing
an innovative development pipeline targeting areas of significant unmet medical need. The Company’s strategy is focused on driving
profitable growth from its significant commercial catalysts as well as its manufacturing and development expertise in the plasma-derived
and biopharmaceutical fields. The Company’s commercial products portfolio includes six FDA approved plasma-derived biopharmaceutical
products: CYTOGAM®, KEDRAB®, WINRHO SDF®, VARIZIG®, HEPAGAM B® and GLASSIA®, as well as KAMRAB®, KAMRHO (D)®
and two types of equine-based anti-snake venom (ASV) products. The Company distributes its commercial products portfolio directly, and
through strategic partners or third-party distributors in more than 30 countries, including the U.S., Canada, Israel, Russia, Argentina,
Brazil, India, Australia and other countries in Latin America, Europe, Middle East, and Asia. The Company leverages its expertise and
presence in the Israeli market to distribute, for use in Israel, more than 25 pharmaceutical products that are supplied by international
manufacturers. During recent years the Company added eleven biosimilar products to its Israeli distribution portfolio, which, subject
to the European Medicines Agency (EMA) and the Israeli Ministry of Health approvals, are expected to be launched in Israel through 2028.
The Company owns an FDA licensed plasma collection center in Beaumont, Texas, which currently specializes in the collection of hyper-immune
plasma used in the manufacture of KAMRHO (D). In addition to the Company’s commercial operation, it invests in research and development
of new product candidates. The Company’s leading investigational product is an inhaled AAT for the treatment of AAT deficiency,
for which it is continuing to progress the InnovAATe clinical trial, a randomized, double-blind, placebo-controlled, pivotal Phase 3
trial. FIMI Opportunity Funds, the leading private equity firm in Israel, is the Company’s controlling shareholder, beneficially
owning approximately 38% of the outstanding ordinary shares.
Cautionary Note Regarding Forward-Looking Statements
This release includes forward-looking statements
within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts, including statements
regarding: (1) projected $180 million revenues from the agreement in the first four years, (2) expectation for continued growth through
the eight year term, (3) potential expansion of KEDRAB distribution by Kedrion to other territories beyond the U.S., (4) potential collaboration
to expend distribution of Kedrion products by Kamada in Israel, (5) confidence that the continuation of the Kedrion partnership maximizes
the future growth and value potential of KEDRAB. (6) belief that this partnership maximizes Kamada’s U.S. business, and (7) anticipated
substantial increase in sales of KEDRAB to Kedrion for full year 2023. Forward-looking statements are based on Kamada’s current
knowledge and its present beliefs and expectations regarding possible future events and are subject to risks, uncertainties and assumptions.
Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result
of several factors including, but not limited to, the evolving nature of the conflicts in the middle east and the impact of such conflicts
in Israel, the Middle East and the rest of the world, the impact of conflicts on market conditions and the general economic, industry
and political conditions in Israel, the U.S. and globally, continued demand for KEDRAB in the U.S. and globally, availability of sufficient
raw materials required to maintain manufacturing plans, continued utilization of Kamada’s Israeli manufacturing site, continuation
of inbound and outbound international delivery routes, and other risks detailed in Kamada’s filings with the U.S. Securities and
Exchange Commission (the “SEC”) including those discussed in its most recent Annual Report on Form 20-F and in any subsequent
reports on Form 6-K, each of which is on file or furnished with the SEC and available at the SEC’s website at www.sec.gov. The forward-looking
statements made herein speak only as of the date of this announcement and Kamada undertakes no obligation to update publicly such forward-looking
statements to reflect subsequent events or circumstances, except as otherwise required by law.
CONTACTS:
Chaime Orlev
Chief Financial Officer
IR@kamada.com
Brian Ritchie
LifeSci Advisors, LLC
212-915-2578
britchie@LifeSciAdvisors.com
3
Exhibit 99.2
[CERTAIN INFORMATION HAS
BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]
Memorandum of Understanding
This binding memorandum of understanding
(the “MOU”) is made and entered into on December 4th, 2023 (the “MOU Effective Date”)
by and between Kamada Ltd. a company organized under the laws of the State of Israel, with its principal office in 2 Holzman Street,
Weizmann Science Park, Rehovot 7670402, Israel (“Kamada” or “Supplier”), and Kedrion Biopharma
Inc., with its principal office at 400 Kelby Street, 11th Floor, Fort Lee, New Jersey 07024, United States of America (“KBI”
or “Distributor”), for the purposes only of Sections 1, 2, 3, 5, 6, 7, 8 and 9, and Kedrion S.pA., a company
incorporated under the laws of Italy with its registered office at 55051 Castelvecchio Pascoli, Barga (LU) (“Kedrion Italy”),
for the purposes only of Sections 4, 8 and 9. Each of Kamada, KBI and Kedrion Italy shall be referred herein after as a “Party”
and together as the “Parties”. Capitalized terms herein that are not otherwise defined shall have the meanings attributed
to them in the Distribution Agreement (as defined below).
| |
WHEREAS |
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Kamada and Kedrion Italy entered into a Distribution Agreement dated July 18, 2011, with respect to the Territory of the United States of America, which was later amended (the Distribution Agreement, and all of its amendments collectively referred to as the “Distribution Agreement”), which was assigned by Kedrion Italy to KBI on March 8, 2017, and which assignment took effect retroactively as of July 23, 2016; and |
| |
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WHEREAS |
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Kamada and Kedrion Italy entered into a distribution agreement as of May 31, 2021, with respect to distribution of certain products, including without limitation, [REDACTED], in the territory of Israel and Palestine (the “[REDACTED] Distribution Agreement”); and |
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WHEREAS |
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The Parties wish to amend and supplement the Distribution Agreement and the [REDACTED] Distribution Agreement (collectively referred to as the “Agreements”), and set forth other commercial understandings and agreements, which they wish to set forth in writing as binding commitments. |
NOW THEREFORE, in consideration
of the mutual covenants, undertakings and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows.
The Parties have agreed to amend and
supplement the Agreements in order to extend their current activities, as set forth in this MOU. Each Party represents and warrants that
it has the full right, power, and authority to enter into this MOU and each agreement, document, and instrument to be executed and delivered
by the Parties pursuant to this MOU and to carry out the transactions contemplated hereby and thereby. No waiver or consent of any person
is required in connection with the execution, delivery, and performance by the Parties of this MOU and each agreement, document and instrument
to be executed and delivered by the Parties pursuant to this MOU. It is understood and agreed that this binding MOU shall set forth the
understandings and commitments between the Parties reached thus far and shall serve as a basis for the Detailed Agreements (as defined
below in Section 05).
| 2. | Amendment of the Distribution Agreement |
The Parties agree as follows:
| 2.1. | Section 13.1 of the Distribution Agreement shall be amended
so that the Term of the Distribution Agreement which commenced on the Effective Date of the Distribution Agreement shall continue until
December 31st, 2031, unless KBI provides no later than December 31st, 2030 a written notice that it wishes to extend
the Distribution Agreement for an additional Extended Term (i.e., a two-year extension), in which case the Distribution Agreement shall
be extended until December 31st, 2033. |
| 2.2. | The Purchase Prices as set for in paragraph 1 of Exhibit
E of the Distribution Agreement (as replaced pursuant to the Second Addendum of the Distribution Agreement dated October 11th,
2018) shall be amended as follows: |
Commencing as of January 1st,
2024, and for the duration of the Term of the Distribution Agreement and the Extended Term (if entered into effect on January 1st,
2032), the sale price of vials of KEDRAB from Kamada to KBI shall be as follows:
| 2.2.1. | For annual sales from Kamada to KBI of up to [REDACTED] of
the Net Price per ml (as such term is defined in Exhibit E of the Distribution Agreement (as amended as by the Second Addendum)); |
| 2.2.2. | For annual sales of the next [REDACTED] of Net Price per ml; |
| 2.2.3. | For annual sales of any quantities above [REDACTED] annual
sales: [REDACTED] of Net Price per ml. |
Example for the avoidance of doubt:
For annual supply of [REDACTED]of KEDRAB by Kamada to KBI, the average transfer price will be equal to [REDACTED].
| 2.3. | Save for supply interruptions which render Kamada unable to supply, it is agreed that KBI shall be obligated
to acquire from Kamada, or pay (“take or pay”) the equivalent amount in respect of, the following minimum annual quantities
of KEDRAB during fiscal years 2024-2027 (the “Minimum Purchase Commitment”): |
| (i) | Year 2024 = [REDACTED] |
| (ii) | Year 2025 = [REDACTED] |
| (iii) | Year 2026 = [REDACTED] |
| (iv) | Year 2027 = [REDACTED] |
The distribution of the above quantities
between the 2ml and 10ml vial presentations and the supply schedule throughout the year will be discussed and agreed between the parties,
as part of the on-going supply chain mechanism.
| 2.4. | Kamada will have the right, in [REDACTED] the supply of up
to [REDACTED] (in other words[REDACTED]supply of up to an [REDACTED]) provided that any such [REDACTED] quantity will not affect KBI’s
ability to meet its sales requirements. However, in no event will KBI’s total Minimum Purchase Commitment [REDACTED], unless otherwise
agreed by the Parties in writing. |
In the event Kamada [REDACTED] under
this clause, the payment terms of such [REDACTED] will be amended in such a way that the payment due from [REDACTED]. Example for the
avoidance of doubt: If Kamada is supposed to [REDACTED], but Kamada exercises its right to [REDACTED], the payment for such quantity will
be [REDACTED], in accordance with the payment terms as shall be agreed in the Detailed Agreement.
| 2.5. | Minimum purchase commitment per year for 2028 onwards shall
be [REDACTED]. The “Market Share” definition in the Distribution Agreement shall be deleted. |
| 2.6. | For the avoidance of doubt – KBI’s noncompliance
with its Minimum Purchase Commitment (during the entire Term, including the Extended Term, if applicable) shall be a material breach
of the terms of the Distribution Agreement. |
| 2.7. | The parties agree to negotiate in good faith the inclusion
of [REDACTED] as part of the territories covered under the Distribution Agreement |
| 2.8. | Section [REDACTED] of the Distribution Agreement shall be
amended to clarify that the [REDACTED] obligations of KBI include also the commitment, of it and its affiliated entities, not to [REDACTED];
provided, however that nothing in this Section or in the Detailed Agreement shall prohibit any of KBI’s affiliated entities from
[REDACTED] in order to comply with any applicable laws or contractual obligations. |
| 2.9. | Section 4.G of the Revised Exhibit E to the Distribution
Agreement (as added in the October 11, 20218 Second Addendum to the Distribution Agreement) is hereby deleted in its entirety. |
| 2.10. | Payment terms – Unless otherwise noted below, all invoices
shall be due and payable within [REDACTED] calendar days of the date of such invoice. |
| | | |
| | | KBI shall have the right to cause to
be issued from an American financial institution an autonomous and irrevocable L/C in favor of Supplier, guaranteeing the payment of each
applicable invoice in accordance with the following terms: (a) the L/C will be in a form acceptable by the parties, (b) the L/C will be
provided to Supplier no later than [REDACTED] days from the invoice date issued by Supplier, (c) the L/C will be in a sufficient amount
to cover each outstanding invoice amount, and (d) the L/C shall be valid for a period of not less than [REDACTED] days from the date of
the Supplier’s corresponding invoice. |
| | Notwithstanding anything to the contrary, the following payment
terms will be applicable for any invoice issued by Supplier to KBI in each of the calendar months of February, May, August and November
(the “Mid-Quarter Months”) of each year: |
| (i) | Invoices dated between the 1st day and the 15th
day of any of the Mid Quarter Months, issued by Supplier to KBI, may be settled by KBI by either: (a) causing to issue an L/C pursuant
to the terms above; or (b) affect a payment in the form of a wire transfer to be made within [REDACTED] days of the applicable invoice
date (the “Prompt Payment”); and |
| (ii) | Invoices dated between the 16th day and the end
of each of the Mid Quarter Months, issued by Supplier to KBI, will be settled by KBI in the form of a Prompt Payment (as defined above) |
Prompt Payments (as defined above)
will entitle KBI for a [REDACTED] prompt pay discount of the paid invoice amount.
Examples for the avoidance of doubt:
| ● | Supplier
issues [REDACTED] invoice on February 13th. KBI may settle such invoice by either issuing a L/C (pursuant to the terms above)
[REDACTED] to be delivered to Kamada no later than March 13th, or otherwise wire, to Supplier’s bank account, [REDACTED]
no later than March 13th. |
| ● | Supplier
issues [REDACTED] invoice on August 20th. KBI will settle such invoice by a wire, to Supplier’s bank account, [REDACTED]no
later than September 20th. |
| 2.11. | Delivery of the Product (as defined in the Distribution Agreement)
by Kamada will be made [REDACTED]. |
| 2.12. | In addition, the Parties shall discuss in good faith the
inclusion of the following terms in the Definitive Agreement: |
| 2.12.1. | Reporting mechanism – KBI shall provide quarterly reports
to Kamada to promote transparency in order to enable the Parties to properly plan forecasting and inventory. Quarterly reports shall
include [REDACTED] |
| 2.12.2. | Section 5.4 of the Distribution Agreement shall be amended
so that KBI shall provide a non-binding [REDACTED] forecast to be provided on an annual basis on July 1st of each year (other
than for 2024, for which such forecast shall be provided on January 1st, 2024). |
| 2.12.3. | Without derogating from KBI’s Minimum Purchase Commitment,
throughout the Term and Extended Term thereafter, KBI will provide rolling [REDACTED] forecasts to be updated and submitted to Kamada
on a quarterly basis to be confirmed by Kamada in order to coordinate the Product shipments. |
| 2.12.4. | KBI shall, at all times, maintain sufficient stock levels
of the Product for its sales forecast and market demand. |
| 2.13. | Section 3.2.5 of the Distribution Agreement shall be deleted
in its entirety. |
Without derogating from the Distribution
Agreement or this MOU, the Parties agree that the 2023 annual supply of KEDRAB to KBI shall total [REDACTED].
| 4. | Amendment of the [REDACTED] Distribution
Agreement |
| 4.1. | Annex F of the [REDACTED] Distribution Agreement shall be
amended to include Kedrion Italy’s sale commitment so that Kamada shall have an option to purchase from Kedrion Italy and Kedrion
Italy will be committed to supply to Kamada [REDACTED] for distribution by Kamada in the Territory as shall be defined in the Detailed
Agreement, as follows: |
| ● | Kamada may exercise its option to purchase up to [REDACTED]of
[REDACTED] in year 2024; |
| ● | Kamada may exercise its option to purchase up to [REDACTED]
of [REDACTED] per year commencing January 1st, 2025, until end of the Term or the Extended Term (if applicable). |
| 4.2. | The Parties shall negotiate and agree in good faith on forecast
and orders mechanism for Kamada to exercise its option to purchase the [REDACTED], which shall be included in the Detailed Agreements. |
| 4.3. | Annex E of the [REDACTED] Distribution Agreement shall be
amended so that the price for [REDACTED] shall be the higher of [REDACTED] (“[REDACTED]”). |
| 4.4. | The Parties will conduct a purchase price reconciliation
once a year, no later than 45 days following the end of each calendar year. If the price paid by Kamada for [REDACTED] is higher than
the Floor Price, then the calculated difference, between the average sale price per [REDACTED] and the Floor Price, will be multiplied
by the total [REDACTED] of [REDACTED] sold by Kedrion Italy to Kamada during such period, and will be charged by Kedrion Italy to Kamada. |
| 4.5. | Commencing on April 2024, Kamada shall report to Kedrion
Italy of the average net in market sales price per [REDACTED] of the product during the previous quarter. |
| 4.6. | The term of the [REDACTED] Distribution Agreement shall be
linked to the Term of the Distribution Agreement, including the Extended Term (if applicable). |
| 4.7. | The Parties shall negotiate and agree in good faith on adding
additional territories beyond the current scope of Israel and Palestine, which shall be included in the Detailed Agreements. |
The Parties agree to enter into detailed
agreements to be negotiated between the Parties in good faith within a period of [REDACTED] days following execution of this MOU, to include
all matters covered herein and any additional matters as further may be agreed between the Parties (the “Detailed Agreements”),
until such time as the Detailed Agreements are agreed and entered into, the terms of this MOU shall be binding upon the Parties. The Parties
may extend the negotiation period beyond the mentioned [REDACTED] days, upon mutual written agreement. The terms of this MOU shall amend
and supplement the Agreements, and the rest of the provisions of the Agreements that were not amended (as applicable) by this MOU shall
continue to apply and remain in full force and effect, mutatis mutandis, with respect to the amendments and supplemental agreed
terms set forth herein.
This MOU shall become effective as
of the Effective Date and shall remain in full force and effect until the earlier of the entry into the Detailed Agreements, which will
replace this MOU; or the termination and/or expiration of all of the Agreements.
It is hereby clarified that if any
Detailed Agreement shall be executed before any other Detailed Agreement, the terms of this MOU which pertain to such Detailed Agreement
shall not be effective, while the other sections of this MOU shall continue to be in effect until the applicable Detailed Agreement shall
be executed.
| 7.1. | All the information related to the Products disclosed between
the Parties, the terms and existence of this MOU, including regarding prices, customer and market information, is to be considered “Confidential
Information” as defined by the Distribution Agreement and subject to the provisions in Section 8 of the Distribution Agreement,
which are incorporated herein by reference. |
| 7.2. | Except to the extent required by applicable law or by the
rules or policies of any securities regulatory authority (including any stock exchange), no Party shall make or allow to be made any
disclosure or public announcement concerning the existence of discussions about, or regarding the proposed terms of the transactions
contemplated hereby without the prior written consent of the other Party as to the format and content of such disclosure. Notwithstanding,
it is agreed that immediately after the Parties have signed this MOU, Kamada shall, in consultation with KBI prepare and issue a press
release relating to the execution of this MOU and the material terms hereof. |
| 8. | Acknowledgment of Securities Law Restrictions |
KBI and Kedrion Italy (together “Kedrion”)
hereby acknowledges that it is aware (and that prior to their receipt of any Confidential Information of Kamada), that Kedrion, its affiliates
and subsidiaries, and all of its and their officers, employees, consultants, agents and advisors (collectively “Representatives”)
who are apprised of a possible transaction involving Kamada have been or will be advised) that the United States, Israeli other applicable
securities laws prohibit any person who has material, non-public information and/or inside information about a company obtained directly
or indirectly from that company, from purchasing or selling securities of such company or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. In addition,
Kedrion hereby acknowledges Kamada’s securities are registered with the SEC under the Exchange Act and are publicly traded on the
Nasdaq Stock Exchange and Tel Aviv Stock Exchange. Accordingly, Kedrion hereby agrees that so long as it possesses material, non-public
information of Kamada and/or insider information, Kedrion shall not, and shall endeavor to cause its Representatives not to, directly
or indirectly, purchase or sell, in any way, shape or form (including, but not limited to, pursuant to a “hedging” transaction
(whether or not such transaction involves the actual exchange of securities) or “short selling”), directly or indirectly,
any of Kamada’s securities.
The provisions of this MOU shall be
governed by, and construed exclusively under the laws of, the State of New York, USA, without regard to its conflict of laws principles.
Any claim shall be subject to the dispute resolution provisions set forth in Section 19 of the Distribution Agreement.
[Signature page to follow]
5
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