Exhibit 10.37.1


Execution
Copy       of 3


PLASMA SALE/PURCHASE AGREEMENT


This
Plasma Sale/Purchase Agreement (the “Agreement) is made, entered into and
effective as of January 1, 2003 (the “Effective Date”) by and between ZLB
Bioplasma Inc., a Delaware corporation doing business as ZLB Plasma Services,
having an address at 5201 Congress Avenue, Suite D220, Boca Raton, Florida
33487 (“ZLB”), and Bayer HealthCare LLC, a Delaware limited liability company,
having an address at 79 T.W. Alexander Dr., 4101 Research Commons, Research
Triangle Park, North Carolina 27709 (“Buyer”). 
ZLB and Buyer are at times referred to in this Agreement individually as
a “Party” and/or collectively as the “Parties.”


RECITALS


WHEREAS,
ZLB is in the business of collecting and producing Plasma from human donors at
ZLB’s collection facilities within the United States;


WHEREAS,
Buyer desires to purchase Plasma (as defined hereinbelow) from ZLB, and ZLB
desires to sell such human Plasma to Buyer on the terms and conditions set
forth herein;


NOW THEREFORE, in consideration of the foregoing premises,
which are hereby incorporated as part of this Agreement, and the mutual
covenants, agreements and undertakings set forth herein, the Parties hereby
agree as follows:


1.                                      DEFINITIONS


The
following terms, wherever used in this Agreement, shall have the meanings set
forth below:


1.1          “Affiliate” shall mean any subsidiary, parent company, or other
legal entity that directly or indirectly controls, is controlled by, or is
under common control with or of a Party. 
For purposes of this definition, “control” means the direct or indirect
ownership of more than fifty percent (50%) of the outstanding voting securities
of the legal entity, the right to receive more than fifty percent (50%) of the
profits or earnings of the legal entity, or the right or power to direct the
policy decisions of the legal entity.


1.2          “Confidential Information” shall mean the proprietary, non-public
information of a Party provided by such Party to the other Party pursuant to or
in furtherance of this Agreement and designated as confidential by the
disclosing party.  Confidential
Information shall specifically include the fact of this Agreement as will as
the terms and conditions hereof and all Schedules attached hereto, as well as
any other pricing or volume or other information arising out of the
relationship memorialized by this Agreement. 
“Confidential Information” shall not include information that the
receiving Party can demonstrate through competent evidence was: (i) within its
knowledge or possession prior to disclosure by the disclosing Party; (ii) in
the public domain at the time of disclosure or subsequently entered the public
domain through no fault of the receiving Party, or (iii) disclosed to the
receiving Party by a third party with the right to make such disclosure.


1.3          “Plasma” shall mean Normal Source Plasma that meets the
definitions and specifications set forth in Schedule 1.


2.                                      SALE/PURCHASE OBLIGATIONS OF THE PARTIES


2.1          Quantity.  Commencing on the Effective Date (as
defined hereinafter) and continuing through the end of the Term of this
Agreement, ZLB shall sell and Buyer shall purchase each


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calendar year under this
Agreement such annual minimum quantities of Plasma as is set forth in Schedule
2.  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 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.  This process may be generally referred to or
described as the Parties’ annual quantity negotiations, which shall be
concluded no later than 120 days prior to commencement of the next following
calendar year.  Notwithstanding, in no
event shall a single Party require or demand in or as part of an annual
quantity negotiation that the deliverable quantity of Plasma be reduced below
the minimum quantity as stated in Schedule 2 for the then-current calendar
year.


All
Plasma shall be deliverable in such increments as are available and as ZLB and
Buyer may from time to time agree as to the frequency and schedule for
pick-up/delivery.  ZLB agrees to provide
Buyer a twelve (12) month rolling forecast estimating its deliverables, ZLB
shall use its best efforts to deliver the quantities of Plasma as agreed
hereunder and as stated in Schedule 2 throughout the term of this Agreement,
however, ZLB shall not be in breach or default of this Agreement so long as it
tenders ± 5 percent of the minimum quantity.


2.2          Delivery.  Except as otherwise agreed in writing by
the Parties, all deliveries of Plasma shall be FOB ZLB’s warehouse or other
designated (by ZLB) facility.  The shipping agent or carrier
shall be selected and contracted by Buyer.  Title to and risk of loss shall
pass from ZLB to Buyer when the purchased Plasma is provided to or placed with
or on the Buyer’s shipping agent or transport carrier.


2.3          Price .  The price that Buyer shall pay ZLB for
the Plasma to be delivered during the initial calendar year is set forth in
Schedule 2.  Such
price is exclusive of freight and shipping charges, storage, insurance,
handling and forwarding agents’ fees, sales, value-added and other taxes,
tariffs and duties, and any other applicable transportation and delivery costs,
all of which shall be the sole burden and responsibility of Buyer.


The
price for Plasma delivered under this Agreement in and for each calendar year
after the initial calendar year shall be as negotiated by the Parties, which
negotiations shall take place concurrently (through the Parties’ respective
Contract Managers) with the annual quantity negotiations as stated in section
2.1 above.  Such
price negotiations shall be undertaken in good faith by each Party with the
purpose and intent to agree to a fair and reasonable price reflective of the
then-current fair market price for Plasma in the United States.  In this regard, the
Parties shall take into account in such price negotiations the then-current
economic conditions and trends, within the plasma (human) industry and
otherwise, market prices, cost indices and other applicable factors
(collectively, “Price Factors”).  This process may be generally
referred to or described as the Parties’ annual price negotiations, which shall
result in  and be documented and reflected
annually as an amendment to Schedule 2 not later than 120 days prior to the
commencement of the next following calendar year, provided, however, that in
the event the Parties are unable by this time to mutually agree to a price for
the Plasma to be sold/purchased under this Agreement during any calendar year,
each Party shall then immediately designate an authorized senior corporate
officer to negotiate such price based upon the stated Price Factors.  In the event such senior corporate officers
are unable to mutually agree to a price within 30 days, then the Parties shall
jointly submit the dispute to expedited arbitration for determination by three
(3) experienced arbitrators in accordance with the provisions of the American
Arbitration Association for the arbitration of commercial disputes and the
stated Price Factors.  Each party shall
be entitled to designate one arbitrator for such proceeding, and the two
party-designated arbitrators shall then select the third arbitrator who shall
serve as chairman.  The costs of any
arbitration hereunder, including administrative and arbitrators’ fees, shall be
shared equally by ZLB and Buyer.  Each
Party, however, shall bear in full its own costs, expenses and attorneys’


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fees.  The final decision of the arbitration
tribunal convened in accordance herewith shall be final, binding and fully
enforceable against the Parties, and neither the jurisdiction or authority of
such tribunal, nor the validity of its decision or award shall be subject to
challenge or contest by either Party.


In
the event a price dispute remains unresolved as of the expiration of a calendar
year the then existing price shall continue in effect until resolution.  Notwithstanding, any resolution shall
thereafter be retroactively effective and “trued-up” to the commencement of the
affected calendar year.  Notwithstanding
the foregoing, ZLB and Buyer do hereby agree that in no event during the term
of this Agreement shall the price) for Plasma during any calendar year be less
than the price for the immediately preceding calendar year.


Moreover,
and notwithstanding any other provision of this Agreement, and specifically but
without limitation this section and section 2.9, in the event ZLB is obligated
by any regulatory body or agency or otherwise requested or compelled by Buyer
at any time during the term of this Agreement to perform or implement any new
testing or other quality procedure not specifically contemplated under this
Agreement, which results in a material increase to ZLB’s actual costs
hereunder, the price then in effect under this Agreement shall automatically
and concurrently be proportionately increased to reflect all of ZLB’s
corresponding additional costs. 
Correspondingly, in the event that Buyer at any time during the term of
this Agreement reduces or eliminates any testing or other quality procedure so
as to result in an actual material decrease in ZLB’s incurred costs to procure,
store, provide or supply the Plasma hereunder to Buyer, the price then in
effect under this Agreement shall be proportionately decreased to reflect all
of ZLB’s corresponding costs savings.


2.4          Right of First Refusal.  ZLB hereby grants to Buyer a right of
first refusal to purchase annually any quantities of Plasma that ZLB
has available for sale in excess of the annual quantity to be supplied pursuant
to Section 2.1 of this Agreement, which right shall be exercisable once
annually in connection with the Parties’ annual quantity negotiations.  In this regard, in
connection with the Parties’ annual quantity negotiations, ZLB shall notify
Buyer in writing of such additional/excess Plasma that ZLB has available for
sale, if any, and the price at which ZLB will offer such quantities to Buyer.  The price at which
such excess Plasma may be sold by ZLB to Buyer under this provision shall be as
agreed by ZLB and Buyer in their sole discretions, respectively, without regard
to the priceor other provisions (including but not limited to the provisions
regarding price disputes) called for under the terms of Section 2.3 of this
Agreement.  Notwithstanding,
in the event Buyer elects not to purchase all of such excess quantities of
Plasma so offered by ZLB, ZLB shall not offer or otherwise agree to sell such
Plasma to any other third party, except for ZLB’s Affiliates, at a price less
than the lowest price offered to Buyer under this right of first refusal
provision for a period of 30 days following Buyer’s rejection.  For purposes of
this Section, whether ZLB has excess Plasma available for sale shall be
determined by ZLB in its sole discretion, but in accordance with  the principles of the right of first refusal conveyed
herein, after taking into account the plasma supply requirements of ZLB’s
Affiliates, including but not limited to ZLB Bioplasma AG and CSL Bioplasma,
and all other commercial supply obligations for which ZLB has then contracted.  Buyer shall have 30
days following the date of ZLB’s first offer of excess Plasma for sale in
accordance herewith to exercise (which exercise shall be in writing) its rights
hereunder.  Absent
Buyer’s timely delivery of written notice of such exercise, which must include
an agreement between the parties on price, Buyer shall be determined to have
rejected ZLB’s tender and ZLB shall be free to offer such excess Plasma for
sale to any third party, subject only to the thirty (30) day pricing
limitations stated herein.


In
consideration for the aforesaid right of first refusal, Buyer does hereby grant
to ZLB the right to compel Buyer to purchase, in addition to the agreed minimum
quantities set forth in this Agreement and Schedule 2, up to 100,000 liters of
additional Plasma (“Additional Plasma”)


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deliverable
in each of calendar years 2006, 2007 and 2008.  Notwithstanding, for ZLB to timely
exercise such right, it must so notify  Buyer in
writing not less than 12 months in advance of the applicable calendar year,
respectively, in order to  compel Buyer’s
purchase of up to 50,000 liters of Additional Plasma in such calendar year, or
not less than 18 months in advance of the applicable calendar year,
respectively, in order to compel Buyer’s purchase of more than 50,000 liters of
Additional Plasma (but not to exceed 100,000 liters) in such calendar
year.  The price at which such Additional
Plasma shall be purchased by Buyer shall be the same as the contract price for
the Plasma otherwise purchased and sold in such calendar year under this
Agreement.


2.5          Terms of Payment. 
Buyer
shall pay ZLB in full for each delivery of Plasma hereunder within thirty (30)
days of the date of ZLB’s corresponding invoice.  Such invoice shall not be dated or submitted
prior to delivery of the underlying Plasma.  All payments shall be made in U.S.
Dollars by wire transfer to ZLB’s designated bank.  In the event any payment is not
timely made in accordance herewith, such invoice shall thereafter accrue
interest, in addition to all other amounts due, at the rate of six percent per
annum on all amounts past due which are not the subject of a good faith payment
dispute.  In
the event, ZLB is materially delayed or otherwise prevented from shipping any
Plasma and correspondingly invoicing Buyer due solely to acts or omissions of
Buyer, and in the event ZLB incurs material costs or expenses as a result
thereof, e.g., extraordinary shipping, storage, or cost of funds expense, ZLB
may submit the same to Buyer for payment.


2.6          Governing Documents. 
All sales
of Plasma hereunder shall be subject solely to the terms and provisions of this
Agreement and shall not be subject to other terms, conditions or provisions contained
in any other purchase order, writings, etc. except to the extent setting forth
or confirming quantity or schedule for delivery.  Furthermore, in the event of any
inconsistency or discrepancy between the terms and conditions of this Agreement
andany the schedule hereto, or any other record, the terms of this Agreement
shall prevail.


2.7          Records and Compliance Matters.  ZLB shall, at its expense keep and maintain detailed
records pertaining to the amount and type of Plasma sold hereunder during the term
of this Agreement and for a period of twenty (20) years following the date of
termination or expiration of this Agreement. 
Such records shall be made available for inspection by Buyer during
normal business hours, on reasonable advance written notice.


Each
Party shall obtain all necessary licenses, permits, certificates of origin, and
other requisite documents, including approvals and registrations, and pay all
applicable fees, charges, customs duties and taxes incurred in the performance
of its obligations under this Agreement.  Both Parties shall comply with all
applicable laws, regulations, rules, and guidelines pertaining to their
performances under this Agreement, including but not limited to those set forth
in U.S. Code of Federal Regulations, 21 C.F.R.
§§600-640, and any other applicable local, state or federal law, regulation or
ordinance within the United States.


2.8          Waivers, Modifications, and Additions.  No waiver, modification, or addition to the terms and
conditions of this Agreement or any Schedule hereto is or shall be binding
unless mutually agreed and accepted in writing by ZLB and Buyer.


2.9          Approved Bayer Center.  ZLB will supply and Buyer shall accept Plasma from
Approved Bayer Centers only.  For the purposes of this
Agreement, a center is an Approved Bayer Center, if: (i) the operator and or
the center has received all necessary regulatory approvals and permits,
including, FDA, iQPP, CLIA, required state licensing, licensing by the German
authorities, and (ii) the center has been added by, and remains on the Buyer’s
Compliance Department’s list of Approved Bayer Centers (currently labeled
SQID), and which List of Approved Bayer Centers, as may be amended from time to
time by Buyer in accordance with the terms and conditions herein, is incorporated
in this Agreement as Schedule 4.  No
center may be


 


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added as an Approved
Bayer Center under this Agreement without satisfying all the requirements of
this Agreement and of Buyer’s Compliance Department and Buyer may not remove a
center from the list of Approved Centers to alter quantities deliverable under
this Agreement.


2.10        Quality.  Any and all revisions sought by Buyer to
the initial specifications set forth in Schedule 1 shall be sent to ZLB for
review and approval.  Buyer shall advise ZLB of any and
all anticipated changes to specifications as soon as practicable and so as to
provide ZLB with as much advanced notice as possible.  ZLB shall have 15 days to agree to
implement or respond to Buyer for its reasons for refusing to implement such
revisions.  In
the event ZLB and Buyer cannot resolve any disputes as to the implementation of
any revision, other than the impact on pricing in accordance with section 2.3,
either Party may terminate this Agreement upon 30 days notice to the other
Party.  If
any center is closed as a result of regulatory sanctions placed on ZLB by the
FDA, if ZLB or any center receives a warning letter or consent decree from the
FDA, or if ZLB or any center is involved in other serious problems that might
affect the quality of the Plasma, ZLB must notify Buyer immediately, and in any
event not later than five business days after ZLB learns of the letter, consent
decree or other problem.


If
any center is found by Buyer to be clearly deficient in following procedures,
ZLB will have 30 business days to provide, in writing, a corrective action plan
acceptable to Buyer.  If the action plan is unacceptable
or if the center cannot provide Plasma within 90 days of any such event, then,
at Buyer’s option, this Agreement can be modified to eliminate such center.


Notwithstanding
anything to the contrary set forth herein this Agreement, in the event ZLB is
unable to supply the agreed contracted quantity of Plasma in any calendar year
as a result of the removal of one or more centers from the List of Approved
Bayer Centers, the Parties agree that they shall negotiate and work in good
faith to restore ZLB’s Plasma supply capabilities by designating additional
replacement Approved Bayer Centers for performance under this Agreement.


3.                                      WARRANTIES, REPRESENTATIONS, &
INDEMNIFICATION


3.1          Warranties and Representations.  Each Party represents and warrants that:


(a)           Such Party is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction in which it is incorporated.


(b)           Such Party has the corporate and legal
power and authority to enter into this Agreement and to perform its obligations
hereunder including the extension of rights granted pursuant to this Agreement,
and such Party has taken all necessary corporate action to authorize the
execution and delivery of this Agreement and to perform its obligations
hereunder.  This
Agreement, once executed and delivered by the Parties shall constitute a legal,
valid and binding obligation enforceable against each Party in accordance with
the terms hereof.


(c)           All necessary consents, approvals,
registrations, and authorizations of all governmental authorities and other
persons and entities required of such Party in connection with this Agreement
have been obtained.


(d)           The execution and delivery of this
Agreement and the performance of such Party’s obligations hereunder do not
conflict with or violate any applicable law or regulation and do not conflict
with, or constitute a default under, any contractual obligation of such Party.


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(e)           There are no adverse proceedings, claims,
or actions pending or, to the best of such Party’s knowledge, threatened which
would adversely impact the ability of such Party to perform its obligations
hereunder.


(f)            Such Party has not made and, during the
term of this Agreement, will not make any commitments to any other person or
entity that is or may be inconsistent or in conflict with any rights granted
under this Agreement.


3.2          ZLB Warranty and Representation.  ZLB warrants and represents that the Plasma delivered
hereunder shall conform to the Plasma specifications set forth in Schedule 2
and shall have been collected, stored and delivered to or placed with the
Buyer’s designated agent/carrier in accordance with applicable laws, rules,
regulations and current Good Manufacturing Practices (cGMP) regulations as
published and/or amended from time to time by the FDA.  ZLB further warrants and
represents that the Plasma delivered hereunder shall not, as of the date of
delivery to or placement with Buyer’s agent/carrier, be adulterated or
misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, shall
be in full compliance with the Biological Products Section of the Public Health
Service Act, and applicable regulations and shall be in full compliance with
any applicable international, federal, state, or local laws or regulations.


Buyer
shall be entitled to audit ZLB’s collection and/or testing facilities, if any,
upon not less than 15 business days request, and in no event shall such audits
occur more frequently than once every 12 months.  No audit shall continue in duration for more
than three business days.


THE
EXPRESS WARRANTIES PROVIDED IN THIS SECTION 3.2 ARE IN LIEU OF, AND ZLB HEREBY
DISCLAIMS, ALL OTHER CONDITIONS, WARRANTIES AND REPRESENTATIONS IN RESPECT OF
PRODUCTS, WHETHER EXPRESS OR IMPLIED, BY STATUTE, CUSTOM OF TRADE OR OTHERWISE,
INCLUDING WITHOUT LIMITATION ANY CONDITION, WARRANTY OR REPRESENTATION RELATING
TO THE DESCRIPTION OR QUALITY OF PRODUCTS, THEIR MERCHANTABILITY OR THEIR
FITNESS FOR A PARTICULAR PURPOSE OR USE UNDER ANY CONDITIONS AND ANY SUCH
CONDITION, WARRANTY OR REPRESENTATION IS HEREBY EXCLUDED.


3.3          Insurance.  Each Party represents and warrants to the
other that it shall, at its sole cost and expense, procure and maintain
comprehensive product and general liability and errors and omission insurance
in amounts not less than $10,000,000.00 per incident and $20,000,000.00 annual
aggregate.


3.4          Limitation of Liability.  Notwithstanding any other provision of this Agreement,
in no event shall either Party incur monetary liability to the other, annually
in the aggregate, for beach or violation of this Agreement, or for any other
acts or omissions in connection with any performances under this Agreement, in
excess of the gross value of the Plasma delivered or to be delivered in the
calendar year in which the incident occurred.


4.                                      TERM AND TERMINATION


4.1          Term of Agreement. 
The term
of this Agreement shall .commence on the January 1, 2003 (the “Effective Date”)
and shall continue in full force and effect until December 31, 2008, unless
terminated earlier in accordance with this Agreement.  Thereafter, this Agreement shall
renew annually with an annual minimum Plasma supply/purchase obligation of
100,000 liters, unless otherwise cancelled by either Party upon not less than
120 days notice prior to the end of the then current calendar year.


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4.2          Termination for Cause.  Either Party shall have the right to immediately
terminate this Agreement in the event the other Party fails to perform any of
its material obligations under this Agreement and such failure to perform is
not cured within 30 days of written notice of such failure.  The right of any Party to
terminate this Agreement pursuant to this Section 4.2 shall not be affected in
any way by its waiver or failure to take action with respect to any prior
default.  The
Party not in default shall be entitled to terminate this Agreement without
prejudice to any other rights conferred on  it by this
Agreement or under law or equity.  A termination shall not relieve a
Party from any obligations survive termination or expiration of this Agreement.


4.3          Provisions Surviving Termination.  The provisions of this Agreement shall survive any
termination to the degree necessary to permit their complete fulfillment or
discharge.


5.                                      CONFIDENTIALITY


5.1          Confidentiality. 
Except as
expressly provided herein, each Party agrees, for itself and its successors,
assigns and Affiliates, that for the term of this Agreement and for two (2)
years thereafter, it shall keep completely confidential and shall not publish
or otherwise disclose and shall not use for any purpose, other than for
performing hereunder, any Confidential Information.  Notwithstanding, a Party may
disclose Confidential Information to the extent such disclosure is reasonably
necessary to prosecute or defend litigation and to comply with applicable
governmental law or regulation; provided, however, if a Party intends to make a
disclosure of Confidential Information under any circumstance, that Party shall
give reasonable advance notice to the other of such intended disclosure, and
the disclosing Party shall thereafter use its best efforts to secure
confidential treatment (whether through protective orders, confidentiality
agreements or otherwise) of such Confidential Information in connection with
any disclosure or potential disclosure.


5.2          Disclosures to Employees.  Each Party may disclose Confidential Information to
their employees, contractors, consultants and agents on a need to know basis,
provided that such disclosing Party, shall require that any individual or
entity receiving such Confidential Information protect it in the same manner
and to the same extent as that individual or entity would treat its own or its
principal’s confidential information.


6.                                      MISCELLANEOUS


6.1          Force Majeure. 
A Party’s
failure to perform its obligations under this Agreement due to “acts of God,”
acts of governments, riots, wars, accidents, deficiencies in supplies,
materials or transportation or other causes of any nature beyond such Party’s
control, including without limitation acts of terrorism, civil commotion,
national emergency epidemics, hurricane, embargo, flood, fire, or any law,
proclamation, regulation, ordinance or other act or order of any court,
government or governmental agency, shall not be deemed to be a breach of this
Agreement, provided that the non-performing Party (i) provide the other Party
timely written notice of the existence and nature of any reason for
nonperformance and (ii) resume performance immediately upon the elimination of
the impeding force majeure.  In the event that performance
under this Agreement is prevented 180 consecutive days or 180 days in any
calendar year period by virtue of a force majeure, either Party may then, upon
five business days written notice to the other Party, terminate this Agreement.


6.2          Assignment.  Neither Party may, without the prior
express written consent of the other, assign or transfer this Agreement or any
respective right(s) or obligation(s) hereunder, which consent may not be
unreasonably withheld.  Notwithstanding, either Party may
assign or transfer this Agreement (i) to a successor entity, solely in the
event of an acquisition or merger by or with another entity, upon thirty (30)
days prior written notice to the non-assigning Party, provided the
non-assigning Party thereafter provides its written consent to such assignment
or transfer, which


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consent shall not be
unreasonably withheld, and that the assignee agrees in writing addressed to the
non-assigning Party to assume all of the rights and the obligations of the
assigning Party; or (ii) to an Affiliate of the assigning Party, without
consent of the other Party.  In no event shall any assignment,
whether with or without required consent by the non-assigning Party, relieve in
any form or part the assigning Party from continued liability and
responsibility for its performances and obligations under the terms and
conditions of this Agreement.


6.3          Successors.  This Agreement shall be binding upon and
inure to the benefit of each Party’s successors and permitted assigns.  Nothing in this
Agreement, whether express or implied, is intended nor shall be deemed or
construed to confer upon any person, other than the Parties and permitted
successors and assigns, any right, remedy or claim under or by reason of this
Agreement.


6.4          Independent Contractor.  The relationship between ZLB and Buyer in connection
with this Agreement is and shall at all times remain that of vendor and vendee
as independent contractors.  Nothing contained in or resulting
from this Agreement or the performances called for hereunder shall be deemed or
construed to create an employer/employee, fiduciary, joint venture,
partnership, co-owner or other such relationship between the Parties.  Further, nothing
within or deriving from this Agreement shall (i) give either Party the power to
direct or control the day-to-day activities, expressly including marketing
activities, of the other or (ii) allow either Party to create or assume any
obligation on behalf of the other for any purpose whatsoever, except to the
extent, if any, expressly so set forth in this Agreement.


6.5          Governing Law and Disputes.  This Agreement shall be governed by and construed in
accordance with laws (substantive, procedural and/or otherwise) of the State of
New York, U.S.A., without regard to conflicts of laws principles.  The United Nations
Convention on the International Sale of Goods dated April 11, 1980 is not
applicable.


6.6          Contract Management. 
During the
Term of this Agreement, both Parties shall cause their representatives (with an
agreed number from each Party) to meet at least once per calendar year as a
“Contract Management Committee” to discuss the Parties joint and respective
performance of the Agreement.  TheContract Management Committee
shall operate by consensus and not by majority vote, provided that the contract
management committee shall have no authority to amend this Agreement in any
part.  Notwithstanding,
the Contract Management Committee shall act in good faith throughout the Term
of this Agreement to resolve any disputes between the Parties with respect to
this Agreement.


6.7          Notices.  As of the Effective Date, each Party
shall nominate and designate its own respective “Contract Manager” who shall be
deemed hereunder to be primarily responsible for such party’s administration
and correspondence under this Agreement.  All notices, reports, requests,
statements, or communications required, permitted, or sought to be given by or
to a Party with regard to this Agreement shall be in writing and shall be
addressed and sent by and/or to the designated Contract Managers and each
party’s legal departments as set forth in Schedule 3 hereto.  Either Party may amend its
designated Contract Manager upon proper notice hereunder to the other.  Delivery of notice
hereunder may be made by personal service, registered mail with return receipt,
or fax with confirmed answer-back, and shall be deemed effective upon receipt.


6.8          Entire Understanding.  This Agreement, along with the Schedules attached
hereto and incorporated herein, contain the entire understanding of the Parties
with respect to the subject matter of this Agreement.  There are no representations,
promises, covenants or understandings other than those expressly set forth
herein.  No
rights or duties on the part of either Party shall be implied, inferred or
created beyond those expressly provided for in this Agreement.  The Parties may,
from time to time during the term of this Agreement, modify, vary, alter or
amend any of the provisions of this Agreement, including the Schedules, but only
through a written agreement


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therefore duly executed
by both Parties.  No
waiver of any term, provision, condition, or default of this Agreement shall be
construed as a waiver of any other term, provision, condition, or default.


6.9          Severance.  If any provision of this Agreement is
determined any tribunal with competent jurisdiction to be unenforceable or in
conflict with the law of any jurisdiction, the validity or enforceability of
the remaining provisions hereof shall not be affected or otherwise impaired by
such determination.  Rather, the affected provision
shall be severed from the Agreement, and in the event such severed provision
materially affects the consideration of either Party hereunder, the Parties
shall thereupon negotiate in good faith an agreement for an acceptable
amendment to replace such severed provision so as to maintain the intentions of
the Parties hereunder at all times.


6.10        Headings.  The headings of each section, paragraph
or article within this Agreement are intended for convenience only and shall
not be construed or deemed in any way to affect the interpretation of any
provision within the Agreement.


6.11        Singular and Plural Terms.  Where required by the context of this Agreement,
singular terms shall be considered plural, and plural terms shall be considered
singular.


6.12        Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one instrument representing the Agreement.


IN
WITNESS WHEREOF, the Parties do hereby respectively cause this Agreement to be
executed and delivered by their duly authorized officers.


	
  Bayer
  HealthCare LLC

  	
  ZLB BIOPLASMA INC. dab

  
	
  (“BUYER”),

  	
  ZLB PLASMA SERVICES (“ZLB”),

  
	
  signed by its duly authorized

  	
  signed by its duly
  authorized

  
	
  Representative,

  	
  representative,

  
	
   

  	
   

  



 


	
  By:

  	
  /s/ Robert J. Montag

  	
   

  	
  By:

  	
  /s/ Gordon Naylor

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Robert J. Montag

  	
  Name:

  	
  Gordon Naylor

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President of Supply
  Chain

  Bayer Biological Products

  	
  Title:



  	
  Senior Vice President



  



 


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