Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act
This Supply Agreement (“ Agreement ”) is made and entered into as of the 14th day of September,
2007 (the “Effective Date”), by and between Membrana GmbH, a company organized under the laws of
Germany (hereinafter called “ Membrana ”), and Arbios Systems, Inc. a corporation organized under the laws
of Delaware (hereinafter called “ Arbios ”). The parties agree as follows:
As used herein the following terms shall have the following meanings:
“ Affiliate ” shall mean any person or entity controlling, controlled by or under common control with the
party in question.
“Product” or “Products” shall mean Membrana’s products listed on Exhibit A .
“Specifications” shall mean the fiber and bundle specifications for the Products set forth on Exhibit B as
amended from time to time by Arbios with the reasonable consent of Membrana. Each party shall bear its own
costs with respect to any developmental activity undertaken to arrive at modified Specifications. Arbios
acknowledges that changes to the Specifications proposed by it may result in higher prices.
Purchase Commitments .
From the Sale Date (as defined below) until [***] as further provided herein (the “ Exclusive
Period ”), Arbios agrees to purchase no less than [***] of its total commercial requirements for membranes for
use in products covered within a claim of an issued U.S. patent that is owned by or licensed exclusively to Arbios
(as listed on Exhibit C ) for the treatment of liver failure or sepsis anywhere in the world (the “ Exclusive Field ”)
from Membrana up to [***] kilometers per year (the “ Requirements Cap ”). Provided that Arbios shall have
ordered at least [***] km (cumulative) of Product during the Exclusive Period and prior