[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
DEFINITIVE CO-DEVELOPMENT & COMMERCIALIZATION AGREEMENT
This Agreement (including the Schedules hereto, the “Agreement” ) is made this 19 th day of June 2006 (the
“Effective Date” ) by and between Nabi Biopharmaceuticals (together with its Affiliates, “Nabi” ), a Delaware corporation, with
its principal office at 5800 Park of Commerce Blvd. N.W. Boca Raton, FL 33487 USA, and Kedrion S.p.A. (together with its
Affiliates, “Kedrion” ), a corporation organized under the laws of Italy, with its principal office at 55020 Castelvecchio Pascoli
(Lucca) Italy, each on behalf of itself and its Affiliates (as defined below).
WHEREAS, Nabi is the owner of Know-how relating to the production of the Licensed Product (as such terms are
WHEREAS, Nabi and Kedrion have executed a letter of intent dated March 17, 2006 concerning the transactions
WHEREAS, the Parties wish to enter into this Agreement to set out their rights and obligations with respect to the
licensing, development and commercialization of the Licensed Product in the Field in the Territory (as such terms are defined
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Kedrion and Nabi agree as follows:
1.1. “Advisory Panel” has the meaning set forth in Section 3.3.
1.2. “Affiliate” of a Party means any corporation or other business entity that, directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control with a Party. As used herein, the term “control” will
mean the direct or indirect ownership of fifty percent (50%) or more of the profits interest or stock or other equity interest
having the right to vote for the directors thereof (or their e