Exhibit 10.37.3


Execution Copy    of 3


Second Amendment to Plasma
Sale/Purchase Agreement


This
Second Amendment to Plasma/Sale Purchase Agreement (the “Second Amendment”) is
made and entered into, effective as of October 13, 2005 (the “Effective Date”),
by and between ZLB Bioplasma Inc., doing business as ZLB Plasma Services
(“ZLB”) and Talecris Biotherapeutics, Inc., a Delaware Corporation, having an
address at 8368 U.S. Highway 70W, Clayton, North Carolina 27520 (“Talecris”),
successor in interest to Bayer Healthcare L.L.C.


RECITALS


WHEREAS, ZLB and Bayer
Healthcare L.L.C. entered into that certain Plasma Sale/Purchase Agreement (the
“Agreement”) effective as of January 1, 2003 and corresponding Amendment to
Plasma Sale/Purchase Agreement effective as of December 12, 2003; and


WHEREAS, Bayer
Healthcare L.L.C. has assigned to Talecris and Talecris has assumed without
reservation the rights and obligations to the Agreement, as amended; and


WHEREAS, ZLB and
Talecris desire to further amend the Agreement in accordance with the terms,
conditions and provisions set forth in this Second Amendment;


NOW
THEREFORE, in consideration of the foregoing premises, which
are hereby incorporated as part hereof, and the mutual covenants, agreements
and undertakings set forth herein, ZLB and Talecris do hereby agree as follows:


The
Agreement, as previously amended, is hereby further amended as follows:


1.                                       All references
to “Buyer” shall mean Talecris.


2.                                       Section 1.3 of
the Agreement is amended in its entirety to read as follows:


“Plasma” shall mean Normal Source Plasma that meets
the definitions and specifications for Plasma as set forth in Schedule 1.  Plasma includes, but is not limited, to “Beriate Plasma,” which is also defined in Schedule 1.


3.                                       Section 2.1 of
the Agreement is amended as follows:


(1)           The second sentence
is amended in its entirety to read:


“Not less than 180 days prior to the expiration of each calendar year
throughout the Term of this Agreement, the Parties (through their respective
Contract Managers as designated pursuant to Section 6.6 hereof) shall negotiate
in good faith the specific quantities of Beriate Plasma to be supplied in the
following calendar year hereunder, as well as any agreed additional quantities
of Plasma in excess of the annual minimum quantity which shall be sold and
purchased respectively by the Parties during the next calendar year.”


(2)           The following
sentence is added at the end of the second paragraph:


“Notwithstanding, with respect to Beriate Plasma, commencing on the
Effective Date of this Second Amendment, Talecris shall deliver to ZLB a twelve
(12) month rolling demand plan for Beriate Plasma (the “Beriate Demand Plan”),
and 


 


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ZLB shall conform its rolling forecast to include Beriate Plasma as
specified in Talecris’ Beriate Demand Plan. 
The first three (3) months of the Beriate Demand Plan throughout the
term of this Agreement shall be fixed for each Party.  It is understood and agreed by the Parties
that the Beriate Demand Plan shall conform to and reflect in all material
respects Talecris’ supply obligations to ZLB Behring GmbH under that certain
Beriate Cryoprecipitate Supply Agreement executed concurrently herewith.


4.                                       Section 2.2 of
the Agreement is amended as follows:


The following sentence is added to the first paragraph:


“For purposes of the provisions of this Section 2.2, the Parties do
hereby agree that Beriate Plasma shall be delivered DDP (Incoterms 2000) to a
U.S. domestic (continental United States) facility as designated by Talecris,
by carrier(s) selected and contracted by ZLB, and title to and risk of loss
shall pass from ZLB to Buyer upon delivery at such Talecris facility.”


The following two new paragraphs are added:


“With regard to Beriate Plasma, the Parties acknowledge the
specifications call for ZLB to pre-configure manufacturing pools for Talecris
prior to delivery.  To the extent ZLB is
delayed or otherwise impaired in configuring such pools as a result of
Talecris’ failure to timely provide / return to ZLB applicable test results in
accordance with the roles and responsibilities set forth in Schedule 5, and
thereby made a part of this Agreement, ZLB shall have the right to make claim
to Talecris for reasonable compensation for such delay.


5.                                       Section 2.10 of
the Agreement is amended as follows:


The following paragraph is added:


“With regard to Beriate Plasma, in the event the manufacturing pool(s)
as delivered by ZLB, are subsequently modified or otherwise changed in any
form, purposefully by Talecris or not, including but not limited to the
addition or deletion of Plasma, Talecris shall, as soon as reasonably
practicable, but in no event later than Talecris’ pool certification, notify
ZLB of such alterations and provide ZLB a corresponding full and complete list
of affected units in accordance with the Parties’ agreed format and
procedures.  ZLB shall thereupon be
entitled to, and Talecris shall provide, all details of such modification or
other change as may be requested by ZLB.”


6.                                       Schedule 1 is
deleted in its entirety and replaced by the Schedule 1 attached hereto.


7.                                       Schedule 2 is
amended in accordance with the new Schedule 2 attached hereto.


8.                                       Schedule 3 is
deleted in its entirety and replaced by the Schedule 3 attached hereto.


9.                                       Section 2.9 of
the Agreement is amended as follows:


All references to “Approved Bayer Center” shall be replaced with
“Approved Talecris Center”


 


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10.                                 Section 3.2 of the Agreement
is amended as follows:


1)                                      In the first
sentence of the first paragraph, “Schedule 2” is replaced with “Schedule l.”


2)                                      In the first
sentence of the second paragraph, add “, per facility.” at the end.


11.                                 The following new Section
3.5 is added:


3.5  Talecris Warranty as to
Marketing Claims.  Talecris hereby
warrants that it will make no marketing or other claims that hepatitis A virus
(“HAV”) testing has been performed for the Plasma or Plasma derivatives other
than any Beriate cryoprecipitate paste manufactured therefrom.  Provided, however, in the event that by means
reasonably acceptable to ZLB, ZLB is no longer obligated to perform HAV testing
for the Plasma, then the prohibition of this Section 3.5 for such Plasma and
Plasma derivatives manufactured therefrom shall no longer apply to Talecris.


12.                                 Schedule 5, as attached
hereto, is added.


Except
as amended hereby, all other terms and provisions of the Agreement are
reaffirmed and shall remain in full force and effect.  For the sake of clarity, the
Parties reaffirm that it is their understanding and agreement that, to the
extent there are losses, claims, demands or liabilities arising under or
through the Agreement, each Party shall be responsible and liable,
respectively, for its own intentional and/or negligent acts and/or omissions.


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WHEREFORE, each Party,
by and through its respective duly authorized officers, does hereby execute
this Second Amendment:


 


	
  ZLB BIOPLASMA INC. DBA ZLB
  PLASMA SERVICES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gordon Naylor

  	
   

  	
   

  	
   

  
	
  By:

  	
  Gordon Naylor

  	
   

  	
  Date:

  	
  October 31, 2003

  
	
   

  	
  President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  
	
  By:

  	
  Gregory A. Boss

  	
   

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALECRIS BIOTHERAPEUTICS
  INC.

  
	
   

  
	
  By:

  	
  /s/
  Randall A. Jones

  	
   

  	
  Date:

  	
   

  
	
  Name:

  	
  Randall A. Jones

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President and General
  Counsel

  	
   

  	
   

  	
   

  



 


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