Exhibit 10.212

|CONFIDENTIAL |  | REDACTED VERSION
|------------ |  | ----------------

[***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN  OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS.  CONTRACT
MANUFACTURING AGREEMENT

THIS CONTRACT MANUFACTURING AGREEMENT (the"Agreement") is made and entered into as of June 12, 2003
("Date of Agreement"), by and between:

Chiron S.r.l., with its registered offices at Via Fiorentina 1, 53100 Siena, Italy,

and

Chiron Behring GmbH & Co., with its registered offices at Emil von Behring Strasse 76, 35041 Marburg, Germany, together with Chiron
S.r.l.. hereafter referred to as"Chiron";

SynCo Bio Partners B.V., with its registered offices at Paasheuvelweg 30, 1105 BJ Amsterdam-Zuidoost, The Netherlands, hereafter referred
to as"SynCo";

Background

| |  | Chiron has developed a broad line of novel adult and pediatric vaccines for viral and bacterial infectious diseases, including but not limited to Chiron's Meningococcal C conjugate vaccine ("Menjugate®");                                                                                                                                                                                                                          
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | SynCo operates a biopharmaceutical manufacturing plant in Amsterdam, The Netherlands;                                                                                                                                                                                                                                                                                                                                                 
| |  | SynCo has prior to this Agreement provided Chiron services related to the production of Chiron's Menjugate® designated for the European market on the basis of that certain contract manufacturing agreement dated July 26, 2001;                                                                                                                                                                                                     
| |  | Chiron desires to register and launch Chiron's Menjugate® in the USA;                                                                                                                                                                                                                                                                                                                                                                 
| |  | Chiron wishes to contract SynCo to provide services related to the production of Chiron's Menjugate®, for the European and US market, in quantities and at times to be separately agreed upon between the Parties in accordance with this
Agreement;                                                                                                                                                                                  
| |  | SynCo is willing to use its personnel, expertise and facilities to provide such services to Chiron in accordance with the terms of this Agreement;                                                                                                                                                                                                                                                                                    
| |  | The Parties shall simultaneously with this Agreement enter into that certain agreement related to the adjustments to be made to the Plant, in order to have this facility comply with all US Food and Drug Administration requirements (the"FDA Compliance Agreement") and any and all obligations of either party under this Agreement are subject to the other party fulfilling its obligations under such FDA Compliance Agreement;

NOW,
THEREFORE, in consideration of the premises, the mutual covenants, terms and conditions hereinafter set forth, THE PARTIES AGREE AS FOLLOWS:

Article 1Definitions

For the purpose of this Agreement the following terms shall be defined as follows:

---



Article 2Manufacture and Delivery of Product

2

---



Article 3Transfer of Technology and Material

3

---

Article 4Regulatory Affairs and Quality Assurance





4

---

Article 5Warranties and Liability

EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SYNCO MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, FOR FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OF ANY OF THE
PRODUCTS MANUFACTURED BY IT. SYNCO EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY IN RESPECT OF THE FITNESS FOR A PARTICULAR USE OR MERCHANTIBILITY OF ANY OF THE PRODUCTS MANUFACTURED BY IT. SYNCO
SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY CASE OF NONCONFORMITY OF THE PRODUCT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING FROM ANY ALLEGED OR ACTUAL BREACH OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, SYNCO DOES EXPRESSLY NOT WARRANT THE YIELD THAT WILL RESULT FROM THE MATERIAL OR THE YIELD OR QUANTITY OF
PRODUCT PER BATCH.

5

---



Article 6Considerations and Payments

6

---

Article 7Confidentiality and Intellectual Property

A Party receiving Confidential Information from the other Party or developing Confidential Information hereunder shall not disclose such Confidential Information
to any third party or otherwise for a period extending ten (10) years following expiration or earlier termination of this Agreement, except as follows:

For
the avoidance of doubt: It is understood that SynCo purchased the Plant and certain related equipment, including computers and other information technology systems, from an Affiliate of Chiron,
and that prior to such purchase the Plant and equipment were utilized by Chiron and/or its Affiliates for the manufacture of Products. It is further understood that certain employees of SynCo formerly
were employees of an Affiliate of Chiron and were engaged directly or indirectly in the manufacture of Products. Notwithstanding anything to the contrary contained herein, and in particularly
notwithstanding paragraph (b) above, all information relating the Specifications, Technology or manufacture of the Products which exists as of the date of this Agreement shall be owned solely
and exclusively by Chiron and shall not be disclosed by SynCo at any time during the term of this Agreement or for a period of ten years following the expiration or earlier termination of this
Agreement, provided that information relating to the manufacture of the Products that is not exclusive to the Products shall not be deemed to be owned by Chiron and the prohibition to disclose such
information shall not apply.

Each
Party shall use Confidential Information received from the other Party solely for the purposes of this Agreement and for no other purpose whatsoever.

7

---

Article 8Term of Agreement

Article 9Additional Terms

8

---



IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives:

|                                                           |  |                                                
|---------------------------------------------------------- |  | -----------------------------------------------
|Chiron S.r.l.:                                             |  | SynCo Bio Partners B.V.:                       
|/s/JOHN LAMBERTJohn Lambert Dr. President, Chiron Vaccines |  | /s/MIC N. HAMERSMic N. Hamers Managing Director
|Chiron Behring GmbH & Co:                                  |  |                                                
|/s/JOHN LAMBERTJohn Lambert President, Chiron Vaccines     |  |                                                

9

---

APPENDIX A    COST OF CERTAIN PRODUCT

The[***]of dried purified MenC polysaccharides amounts to [***].

The [***]of CRM197 amounts to[***].

These
prices shall be[***], for the first time on [***], in accordance with Article 6 of the Contract Manufacturing Agreement.

10

---

APPENDIX B    LIST OF PRODUCTS

MEN
C polysaccharides
CRM197

11

---

APPENDIX C    OPERATING PROCEDURES AND SPECIFICATIONS

MF-MFS-MEC-000
Master Formulation Document MenC polysaccharide

This document lists all materials, documents, including all BPRs and control methods and equipment for the production of MenC

MF-MFS-CRM-000
Master Formulation Document for CRM197

This document lists all materials, documents, including all BPRs and control methods, and equipment for the production of CRM197

12

---

APPENDIX D    FIRM ORDERS

Campaign of[***] [***][***]

Campaign of [***]A combined total of[***]

Campaign of [***]A combined total[***]

13

---

APPENDIX E    QUANTITIES FOR THE YEARS [***]

Campaign of [***]A combined total of[***]

Campaign of [***]A combined total of[***]

Campaign of [***]A combined total of[***]

Campaign of [***]A combined total of[***]

14

---

APPENDIX F    INTERCOMPANY QUALITY AGREEMENT

Chiron Vaccines

Chiron
s.r.l., Siena, Italy and Chiron Behring GmbH & Co., Marburg, Germany
(hereafter called "Chiron")

|Approved by:                                          |  |  |  | Date: 12. June 2003
|----------------------------------------------------- |  |  |  | -------------------
|/s/ Ludger Schwenen                                   |  |  |  |                    
|Name:    Ludger Schwenen                              |  | 
|Title:    VP Quality Operations                       |  | 
|AND                                                  
|Synco Bio-partners B.V.,                             
|Amsterdam, The Netherlands
(hereafter called "Synco")
|Approved by:                                          |  |  |  | Date: 20 June 2003 
|/s/ Rob Sprenkels                                     |  | 
|Name:    Rob Sprenkels                                |  | 
|Title:    Director Quality Affairs                    |  | 

15

---

1.1   Scope:



1.2   Guiding
Principles:



1.2.3 It
is in both parties' interest to collaborate on overall product performance to assure the consistent quality, integrity, purity and stability of the product.



2.1   CHIRON
and SYNCO contact names: See the listing at the end of this agreement. This listing will be reviewed semiannually.

2.2   Organizational
Structure



2.3   Technical
Coordination Meeting.



---



2.4   Person
in the Plant (PIP)



3.1   The
Quality Agreement will be reviewed as necessary to ensure that the roles and responsibilities reflect current practice. This agreement can be modified as needed with
the written approval of both parties. The Contract Manufacturing Agreement will not be updated as changes occur, as these changes will be governed by the change control system and subsequent
documentation updates.

3.2   This
Quality Agreement will effective upon and will expire with the termination of the supply agreement except for circumstances set forth in the agreement.

4.1   General



4.2   Premises



4.3   Raw
Materials, Cell Bank and Product Samples



2

---



4.4   Product
and Lot Numbers

SYNCO
will assign a unique part number and or lot number to each media or solution, in-process intermediate and product lot produced. The SYNCO part and lot numbers are
recorded on each batch record. The numbering procedures will allow for unique, traceable identifiers, which are compatible with CHIRON and SynCo inventory management systems.

4.5   Manufacturing
and Equipment Data



4.6   Storage
and Shipment of THE PRODUCTS

3

---



5.1   General



5.2   In-Process
and product Testing



5.3   QC
Reporting Results



5.4   Retention
Samples



5.5   Out-of-Specification
(OOS) Investigations:



6.1   Documentation



4

---



6.2   Deviations
and Investigations



6.3   Disposition
of Product (Batch Release or Rejection)



5

---



6.4   Records
Retention



7.1   Regulatory
Documentation



6

---



7.2   Regulatory
Inspections and Correspondence



7.3   Right
to Audit



7

---



7.4   Audit
Closeout



8.1   Licensing
or Regulatory Filing Strategy Dispute



8.2   Test
Result Dispute



8.3   Product
Batch Non-Conformity Dispute



8.4   Final
disposition of product batch and final disposition is the responsibility of the CHIRON Quality Assurance function as defined in procedures.

8

---

9.1   Procedures
for Change Control



9.2   Scope



9.3   Specification
Changes



9.4   Document
Distribution



10.1 Process



9

---



10.2 Cleaning
Validation



10.3 Equipment,
Computer, Facility, and Utilities Qualification



10.4 Laboratory
Qualification and Validation



11.1 Campaign
Review



10

---

11.2 Annual
Report



List of Contacts

CHIRON: Lead Quality

SYNCO: Lead QualityName: Pietro Bagnato

Name: Rob SprenkelsTitle: Head QA, External Manufacturing

Title: Director Quality AffairsWork:++39 0577 242262

Work: +31 (0)20 7503631email: Pietro_Bagnato@chiron.it

Email: Rob_Sprenkels@synco-biopartners.comFax::+39 0577 2436

Fax: +31 (0)20 7503601CHIRON: Lead Operations

SYNCO: Lead OperationsName: Russell Thirsk

Name: Eust ClemensTitle: Head of External Manufacturing

Title: Director OperationsWork:++39 0577 243610

Work: +31 (0)20 7503675email: Russell_Thirsk@chiron.it

Email: Eust_Clemens@synco-biopartners.comFax::+39 0577 243674

Fax:: +31 (0)20 7503601


[***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN  OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH  RESPECT TO THE OMITTED PORTIONS.

11

---

QuickLinks