Exhibit 10.6

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Triple asterisks denote omissions.

AMENDMENT NO. 1 TO
TRANSITION SERVICES AGREEMENT

This Amendment No. 1 dated August 28, 2021 (the “Amendment”) by and among Anteris Technologies Ltd, a public limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (the “Parent”), Admedus Regen Pty Ltd, a proprietary limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ARPL”), and Admedus Biomanufacturing Pty Ltd, a proprietary limited company with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ABPL”) (Parent, ARPL, and ABPL collectively “Admedus”) and LeMaitre Vascular, Inc., having a principal place of business at 63 Second Avenue, Burlington, Massachusetts 01803 (“LeMaitre”) amends that certain Transition Services Agreement (the “Agreement”), dated October 11, 2019, by and among Admedus and LeMaitre. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement.

In consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which are hereby acknowledged, Admedus and LeMaitre hereby agree as follows:

1.            Amendment of Section 2(a). Admedus and LeMaitre agree that Section 2(a) of the Agreement is hereby replaced in its entirety by the following:

“2(a) Product. Subject to the terms and conditions of this Agreement, Admedus shall exclusively supply LeMaitre with Products for the Term (as defined herein). The Products shall be sterilized, packaged, and labeled (as specified further herein) and have at least [***] shelf life as of the date of receipt by LeMaitre of Products. The Product pricing for all Products provided hereunder is set forth in Exhibit A (“Product Price”) and shall increase by [***] on each anniversary of this Agreement during the Term; provided however, that there shall be no price increase applicable to the period between October 11, 2022 and July 11, 2023 (the “Extension Period”). For purposes of establishing pricing applicable to orders placed during the Extension Period, pricing in effect on October 10, 2022 shall be converted to Australian dollars using the average closing exchange rate for USD to AUD for the six month period ending October 10, 2022 as reported by the Wall Street Journal (https://www.wsj.com/market-data/quotes/fx/AUDUSD).”

2.            Amendment of Section 2(b)(vi). Admedus and LeMaitre agree that Section 2(b)(vi) of the Agreement is hereby replaced in its entirety by the following:

“(vi) at such times as requested by LeMaitre, as required by applicable law or regulation or as otherwise provided under Section 6(a), cooperate with LeMaitre to transfer all regulatory approvals and product registrations held by Admedus or any of its affiliates to LeMaitre or its designee pertaining solely to the Products, with the out-of-pocket costs associated with such transfers to be borne by LeMaitre, or in each instance where the Parties agree that transfer is not appropriate, to assist LeMaitre to obtain its own regulatory approvals and product registrations; take all actions necessary to maintain the regulatory approvals and product registrations for any Products manufactured by Admedus during the Term as provided under Sections 3(b) and 6(a); and grant to LeMaitre the right to refer to the regulatory filings related to the manufacture, marketing, sale and distribution of each of the Products (to the extent not already transferred to LeMaitre as an Asset under the APA), copies of which Admedus will supply to LeMaitre;”

3.            Amendment of Section 3(b). Admedus and LeMaitre agree that Section 3(b) of the Agreement is hereby replaced in its entirety by the following:

“3(b) Compliance. During the Term, Admedus shall maintain all required authorizations, licenses, approvals, and registrations held by Admedus and existing as of the Effective Date to manufacture, market and sell the Products, except for those authorizations, licenses, approvals and registrations transferred to LeMaitre by mutual agreement. Except as may otherwise be required by applicable law or regulation, Admedus shall maintain all Technical Files (as defined below) for those Products manufactured by Admedus in compliance with all applicable laws and regulations at its own expense for the term of this Agreement, including, without limitation, updating and maintaining all clinical evaluation reports for all Products to comply with the requirements of MEDDEV 2.7/1, revision 4 on a timely basis. Upon request by LeMaitre, Admedus shall provide all such Technical Files to LeMaitre. “Technical Files” means all design history files, device master records, device history records, validations, clinical data related exclusively to the Products, technical documentation (including design dossier), complaint files, records of adverse events, reports of adverse events, corrections or recalls, and quality management documents related to the Products. For the avoidance of doubt, Admedus shall remain legal manufacturer of the Products until such time as mutually agreed by the Parties unless otherwise required by applicable law or regulation. When LeMaitre files for CE certification under MDR, LeMaitre will identify LeMaitre as the legal manufacturer for purposes of such certification and assumes all responsibility as legal manufacturer in that territory regarding Products manufactured by LeMaitre. LeMaitre is solely responsible for sales of Products manufactured by Admedus in any relevant territory to CE certification after Admedus’s current CE mark registration for the Products lapses.”

4.            Amendment of Section 3(e). Admedus and LeMaitre agree that Section 3(e) of the Agreement is hereby replaced in its entirety by the following:

“3(e) Certain Sales. In the case of sales of Products to hospital customers in Singapore or Hong Kong, LeMaitre or LeMaitre’s designated affiliate(s) is eligible to sell directly to the end customers in Singapore and Hong Kong as of the date of this Amendment and Admedus is not responsible for any sales to any implicated end customers in Singapore or Hong Kong. In the case of sales of Products to customers in Australia, such Products are sold under the Special Access Scheme (“SAS”) of the Therapeutics Goods Administration (“TGA”). LeMaitre shall comply with all applicable law, rules and regulation regarding the SAS. LeMaitre shall keep accurate records of all sales to customers in Australia, shall promptly provide Admedus with such data as required under Section 6(a)(iv), and shall promptly respond to any direct or indirect requests from the TGA or other relevant SAS authority regarding compliance. LeMaitre shall also comply with all other requests of Admedus regarding such sales under the SAS that are reasonable and timely. LeMaitre shall only sell Products under the SAS according to applicable law and regulation, as may be amended by the TGA from time to time. LeMaitre represents and warrants to Admedus that, to LeMaitre’s knowledge based on reasonable inquiry, all Products provided to customers in Australia under SAS are only sold to Australian surgeons and Australian hospitals qualified to receive Products under the SAS.”

5.            Amendment of Section 3(f). Admedus and LeMaitre agree that Section 3(f) of the Agreement is hereby replaced in its entirety by the following:

“3(f) Support for MDR & ISO Standard Compliance.

6.            Amendment of Section 4(a). Admedus and LeMaitre agree that Section 4(a) of the Agreement is hereby replaced in its entirety by the following:

“4(a) Terms and Conditions. LeMaitre’s purchase orders for Products shall be governed by the terms of this Agreement. No conflicting terms or conditions of any LeMaitre purchase order, payment remittance, policies or similar documentation shall apply. All orders must be in English and monetary amounts stated in U.S. dollars with payment made in U.S. dollars, except with respect to orders placed during the Extension Period, which shall be placed and paid to Admedus in Australian dollars.”

7.            Amendment of Section 6(a). Admedus and LeMaitre agree that Section 6(a) of the Agreement is hereby replaced in its entirety by the following:

“6(a) Regulatory.

8.            Amendment of Section 5(d). Admedus and LeMaitre agree that Section 5(d) of the Agreement is hereby replaced in its entirety by the following:

“5(d) LeMaitre Indemnification. LeMaitre shall indemnify, defend, and hold harmless Admedus and its Indemnitees from any Claims against Admedus or its Indemnitees arising from LeMaitre’s breach of this Agreement; sales of Products manufactured by Admedus in the relevant territory after Admedus’s CE mark under current regulations lapses in August 2023 to the extent not attributable to the quality of the Products; LeMaitre’s manufacture of the Products during the term of this Agreement or its designation as legal manufacturer of the Products; any recall or field action that arises from the actions or omissions of LeMaitre or for which it is legally responsible; any act or omission of any Regulatory Vendor (as defined in Section 6(a)); or the negligence, recklessness, or willful misconduct of LeMaitre in performing its obligations under this Agreement, except in each case to the extent arising from Admedus’s or its Indemnitees’ breach of this Agreement, willful misconduct, recklessness, or negligence.”

9.            Amendment of Section 8(a). Admedus and LeMaitre agree that Section 8(a) of the Agreement is hereby replaced in its entirety by the following:

“8(a) Term of Agreement. Unless extended by mutual written agreement or earlier terminated in accordance with this Agreement, the term (“Term”) of this Agreement ends on July 11, 2023.”

10.           Miscellaneous.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized respective officers, all as of the date first written above.