**Exhibit 4.4****RENEWED POST-CLOSING COVENANT AGREEMENT**     RENEWED POST-CLOSING COVENANT AGREEMENT effective as ofJanuary 1, 2007 (hereinafter referred to as “theEffective Time”) among **Fresenius AG,** anAktiengesellschaft organized under the laws of the FederalRepublic of Germany (**“FAG”**) and **FreseniusMedical Care AG & Co KGaA,** a Kommanditgesellschaftauf Aktien organized under the laws of the Federal Republic ofGermany (**“FMC”**).**RECITALS**     **Whereas,** as part of the formation of Fresenius MedicalCare in 1996, FAG and FMC — being at that timeorganized as an Aktiengesellschaft under the laws of the FederalRepublic of Germany and then transformed into aKommanditgesellschaft auf Aktien in 2006 — hereinaftertogether referred to as “the Parties”) have enteredinto a Post Closing Covenant Agreement, including among others,a non-compete provision as set forth in Section 2 of thePost Closing Covenant Agreement;     **Whereas,** the Post Closing Covenant Agreement had a10-year term andexpired therefore September 30, 2006;     **Whereas,** by executing a Memorandum of Understanding,dated September 26, 2006, the Parties have alreadyexpressed their mutual desire to renew the Post Closing CovenantAgreement on comparable terms for a new term of 10 years;     **Now, Therefore,** the Parties hereto agree as follows:**Section 1.          Definitions.**     **“Affiliate”** shall mean with respect to anyPerson, any entity which directly or indirectly(i) controls not less than 50% of the equity securities ofthe specified Person, (ii) not less than 50% of the equitysecurities of which entity are controlled by the specifiedPerson, or (iii) not less than 50% of the equity securitiesof which entity and not less than 50% of the equity securitiesof the specified Person are under common control; provided,however, that for purposes of this Agreement neither FMC nor anyof its subsidiaries (collectively, the “FMC Entities”)shall be deemed to be an Affiliate of FAG or any of itssubsidiaries, other than the FMC Entities (collectively, the“FAG Entities”), and not FAG Entity shall be deemed anAffiliate of any FMC Entity.     **“Renal Business”** as used herein means thebusiness of supplying renal care related goods and services,including laboratories, **provided, that**any kind ofcommercialization of pharmaceutical substances to be used in theRenal Business, but which are also used in other businesses(hereinafter defined as “Pharmaceutical Substances”)shall only be deemed to be part of the Renal Business as long asthe medical indication of the Pharmaceutical Substance (asdefined in the respective registration dossiers) ispredominately for the treatment of patients suffering from renalkidney failure at Chronic Kidney Disease Level 5(“CKD 5” — “ESRD” and acuteDialysis —), with the exception of nutritionalsubstances, including, but not limited to, intradialyticparenteral nutrition (“IDPN”) and Ketosteril(hereinafter nutritional substances, IDPN and Ketosteril eachare referred to as “Nutritional Substances”) whichshall not be deemed to be part of the Renal Business;**provided, further, that**it is expressly acknowledged bythe Parties hereto that the home care business of FAG is not,and also shall not be deemed to be, a Renal Business.**Section 2.          Noncompetition.**     Until the tenth anniversary of the Effective Time, (**A**)neither FMC or any Affiliate of FMC shall compete with FAG inthe commercialization of (i) Nutritional Substances and(ii) Pharmaceutical Substances outside of the RenalBusiness, (**B**) neither FAG nor any Affiliate of FAG shallcompete with FMC in the Renal Business.     **Therefore, as to FMC,** neither FMC or any Affiliate of FMCshall own, manage, operate, control or have an aggregateinterest equal to greater than 5% of the voting stock or 25% ofthe total equity in any enterprise which
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competes with FAG in the commercialization of(i) Nutritional Substances and/or (ii) PharmaceuticalSubstances outside the Renal Business; **provided, however,that**nothing contained herein shall prohibit FMC or anyAffiliate of FMC from (**A**) manufacturing and selling anyproducts or rendering any services to FAG or any of itssubsidiaries, (**B**) manufacturing and selling any productsor rendering any services which are used in thecommercialization of (i) Nutritional Substances and/or(ii) Pharmaceutical Substances outside of the RenalBusiness, but which are also used in the Renal Business, so longas such products and services are not sold or rendered by FMC orany Affiliate of FMC, as the case may be, in competition withFAG, or (**C**) acquiring and then engaging in the businessof a corporation or any other entity or affiliated group ofcorporations or other entities (an “Acquired Person”)that in the twelve month period ending on the last day of themonth immediately preceding the date of such acquisition did notearn more than 50% of its consolidated revenues from thecommercialization of (i) Nutritional Substances and/or(ii) Pharmaceutical Substances outside of the RenalBusiness, so long as promptly following such acquisition(a) the Acquired Person offers to FAG, at the AcquiredPerson’s election, either the right to acquire for fairmarket value that portion of the assets and liabilities of theAcquired Person that are used in the commercialization of(i) Nutritional Substances and/or (ii) PharmaceuticalSubstances outside of the Renal Business or the right to enterinto supply agreements or other appropriate agreements relatingto the commercialization of (i) Nutritional Substancesand/or (ii) Pharmaceutical Substances outside of the RenalBusiness of the Acquired Person, with supply agreements or otherappropriate agreements at cost, plus a reasonable amount tocover overhead expenses, or (b) FAG waives its entitlementas set forth above under (a).     **Therefore, as to FAG,** neither FAG or any Affiliate of FAGshall own, manage, operate, control or have an aggregateinterest equal to greater than 5% of the voting stock or 25% ofthe total equity in any enterprise which competes with FMC inthe Renal Business; **provided, however, that**nothingcontained herein shall prohibit FAG or any Affiliate of FAG from(**A**) manufacturing and selling any products or renderingany services to FMC or any of its subsidiaries, (**B**)manufacturing and selling any products or rendering any serviceswhich are used in the Renal Business, but which are also used inother businesses, so long as such products and services are notsold or rendered by FAG or any Affiliate of FAG, as the case maybe, in the Renal Business in competition with FMC, or (**C**)acquiring and then engaging in the business of a corporation orany other entity or affiliated group of corporations or otherentities (an “Acquired Person”) that in the twelvemonth period ending on the last day of the month immediatelypreceding the date of such acquisition did not earn more than50% of its consolidated revenues from the Renal Business, solong as promptly following such acquisition (a) theAcquired Person offers to FMC, at the Acquired Person’selection, either the right to acquire for fair market value thatportion of the assets and liabilities of the Acquired Personthat are used predominately in the Renal Business or the rightto enter into supply agreements or other appropriate agreementsrelating to the Renal Business of the Acquired Person, withsupply agreements or other appropriate agreements at cost, plusa reasonable amount to cover overhead expenses, or (b) FMCwaives their entitlement as set forth above under (a),**provided, that**in the event, the Acquired Person is ahospital or a polyclinic, the stipulation set forth in (C), (a)and (b), above, shall apply only to chronic dialysis centers(other that in-hospital acute dialysis clinic departments)operated by the Acquired Person.     **Moreover, FAG and FMC**shall grant each other a right offirst refusal for the commercialization (e.g. co-marketing,co-promotion) of a Pharmaceutical Substance for their respectivebusiness segment as set out in this agreement in the event thatthe medical indication of the Pharmaceutical Substance (asdefined in the respective registration dossiers) covers anapplication in the Renal Business as well as outside the RenalBusiness. FAG and FMC shall also co-ordinate in good faith theircommercialization activities in regard of those PharmaceuticalSubstances, that cover an application in the Renal Business aswell as outside the Renal Business, and shall not interfere inexisting contracts either FAG or FMC may have with third parties.**Section 3.          Rightof First Negotiation.**     If at any time prior to the tenth anniversary of the EffectiveTime, (**A**) FMC or any Affiliate of FMC shall develop anynew technology, whether patented or a trade secret (such partydeveloping such new technology, hereinafter referred to as the“inventor”), and the Inventor intends to sell orlicense such technology to a third party for applications in, orwith a material special relationship to, Nutritional Substancesand/or Pharmaceutical
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Substances outside of the Renal Business, the Inventor shallfirst advise FAG of its intent to sell or license suchtechnology and shall negotiate with FAG in good faith for thepurpose of agreeing with FAG on either terms of a sale to FAG ofsuch technology or of a license granting FAG rights to use suchtechnology for the commercialization of Nutritional Substancesand/or Pharmaceutical Substances outside of the Renal Business.If the Inventor and FAG are unable to agree on mutuallysatisfactory terms of such sale or license, as the case may be,after good faith negotiations, FAG shall have no further rightsin or to such technology and the Inventor shall be free to sellor license such technology to third parties free and clear ofany rights of FAG therein; (**B**) FAG or any Affiliate ofFAG shall develop any new technology, whether patented or atrade secret (such party developing such new technology,hereinafter referred to as the “inventor”), and theInventor intends to sell or license such technology to a thirdparty for applications in, or with a material specialrelationship to, the Renal Business, the Inventor shall firstadvise FMC of its intent to sell or license such technology andshall negotiate with FMC in good faith for the purpose ofagreeing with FMC on either terms of a sale to FMC of suchtechnology or of a license granting FMC rights to use suchtechnology in the Real Business. If the Inventor and FMC areunable to agree on mutually satisfactory terms of such sale orlicense, as the case may be, after good faith negotiations, FMCshall have no further rights in or to such technology and theInventor shall be free to sell or license such technology tothird parties free and clear of any rights of FMC therein.**Section 4.          Notices.**     All notices, requests, claims, demands and other communicationshereunder shall be in writing and shall be given (and shall bedeemed to have been duly given upon receipt) by delivery inperson, by fax or other standard form of telecommunications, orby registered or certified mail, postage prepaid, return receiptrequested, addressed as follows:     (i) if to FAG:      Fresenius AG Else-Kroener-Str. 1     61352 Bad Homburg     Germany     Attention: Chairman of the Management Board     Fax: 49-6172-608-2222      (ii) if to FMC:      Fresenius Medical Care AG & Co. KGaA Else-Kroener-Str. 1     61352 Bad Homburg     Germany     Attention: Chairman of the Management Board     Fax: 49-6172-609-2103**Section 5.          GoverningLaw.**     This agreement shall be governed by the laws of the FederalRepublic of Germany.
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     IN WITNESS WHEREOF, this Agreement has been duly executed anddelivered by the duly authorized officers of the parties heretoon the date first hereinabove written.Bad Homburg v.d.H., January 2, 2007   **Fresenius AG** **Fresenius Medical Care AG & Co. KGaA**