exv10w3



 







    Exhibit 10.3



 




    CONFIDENTIAL
    TREATMENT



 




    AMENDMENT
    NO. 2 TO AGREEMENT NO. 200600447

    BETWEEN AMGEN USA INC. AND FRESENIUS MEDICAL CARE HOLDINGS,
    INC.



 



    This Amendment No. 2 (“Amendment No. 2”) to
    Agreement No. 200600447 (the “Agreement”) is
    being entered into by and among Amgen USA Inc.
    (“Amgen”), a wholly-owned subsidiary of Amgen Inc.;
    Amgen Inc.; and Fresenius Medical Care Holdings, Inc.
    (“FMCH”) (Amgen and FMCH each a “Party” and
    together, the “Parties”). This Amendment No. 2
    shall be effective ten (10) days after the last party has
    executed this Amendment No. 2 (“Amendment No. 2
    Effective Date”).



 



    WHEREAS, Amgen and FMCH have entered into that certain
    Sourcing & Supply Agreement No. 200600447,
    effective on October 1, 2006; and



 



    WHEREAS, Amgen and FMCH mutually desire to amend the Agreement
    as stated below.



 



    NOW, THEREFORE, in consideration of the premises and the mutual
    promises and undertakings herein contained, the parties hereto
    agree as follows:



 



    Section 1.  Definitions;
    References.  Unless otherwise specifically
    defined herein, each term used herein, which is defined in the
    Agreement, shall have the meaning assigned to such term in the
    Agreement. Except as amended and supplemented hereby, all of the
    terms of the Agreement are incorporated herein by reference,
    shall remain and continue in full force and effect and are
    hereby ratified and confirmed in all respects.



 



    Section 2.  [*]



 



    Section 3.  [*]



 



    Section 4.  [*]



 



    Section 5.  [*]



 



    Section 6.  [*]



 



    Section 7.  [*]



 



    Section 8.  [*]



 



    *********



 


 


		
	    Agreement
    No. 200600447 — Amend No. 2
    	    Ver.
    FMCHA2_053107_1306E
    



		
	    Fax
    No. 805-376-8558
    	    ACIS
    10518                  
    













 







    CONFIDENTIAL
    TREATMENT



 




    AMENDMENT
    NO. 2 TO AGREEMENT NO. 200600447

    BETWEEN AMGEN USA INC. AND FRESENIUS MEDICAL CARE HOLDINGS,
    INC.



 



    All other terms and conditions of the Agreement remain unchanged
    and in full force and effect.



 



    The Parties have executed this Amendment No. 2 by their
    designated representatives set forth below.



 


	 	 	 
	
 
	
 
	
 

	

    AMGEN USA INC.


	
 
	
    FRESENIUS MEDICAL CARE
    HOLDINGS, INC.

	
 
	
 
	
 

	

    By: /s/  Neil
    Bankston


    


    


	
 
	
    By: /s/  Robert
    J. McGorty


    

    

	

    Name (print):Neil Bankston
    


	
 
	
    Name (print): Robert J. McGorty
    

	

    Title: Executive Director,
    Pricing & Contracts
    


	
 
	
    Title: Vice President
    

	
 
	
 
	
 

	

    Date: June 4, 2007
    


	
 
	
    Date: June 4, 2007
    

	
 
	
 
	
 

	
    AMGEN INC. with respect to
    certain provisions of the Agreement as set forth in the
    Agreement
	
 
	
 

	
 
	
 
	
 

	

    By: /s/  Helen
    Torley


    


    


	
 
	
 

	

    Name (print): Helen Torley
    


	
 
	
 

	

    Title: General Manager
    


	
 
	
 

	
 
	
 
	
 

	

    Date: June 4, 2007
    


	
 
	
 









 


 


		
	    Agreement
    No. 200600447 — Amend No. 2
    	    Ver.
    FMCHA2_053107_1306E
    



		
	    Fax
    No. 805-376-8558
    	    ACIS
    10518